Escolar Documentos
Profissional Documentos
Cultura Documentos
Content
3 Fact Sheet at a Glance
6 Chairmans Statement
8 CEOs Report
12 Management Discussion and Analysis
25 Biographies of Directors
31 Corporate Governance Report
47 Report of the Directors
63 Independent Auditors Report
65 Consolidated Statement of
Profit or Loss
66 Consolidated Statement of
Comprehensive Income
67 Consolidated Statement of
Financial Position
68 Consolidated Statement of Changes
in Equity
69 Consolidated Statement of Cash Flows
71 Notes to Financial Statements
121 Glossary
123 Financial Summary
124 Corporate Information
Clear Media Limited Annual Report 2015
2 Financial Highlights
2015 2014
FULL YEAR RESULTS (HK$000)
Turnover 1,832,723 1,760,676
EBITDA 792,909 708,857
Operating profit 435,969 370,891
Net profit 280,522 240,214
Basic EPS (HK cents) 51.92 44.75
FINANCIAL RATIOS
Current ratio 2.24 times 2.44 times
EBITDA margin 43.3% 40.3%
Net profit margin 15.3% 13.6%
Debt-to-equity ratio 0.0% 0.0%
1,832,723
1,760,676
280,522
792,909
1,647,455
1,522,036
708,857
1,485,898
240,214
662,317
219,236
619,245
1,261,600
1,260,115
201,008****
547,456
187,542
1,118,149
166,067
166,068***
455,757
472,960***
293,211**
31,258**
08 09 10 11 12 13 14 15 08 09 10 11 12 13 14 15 08 09 10 11 12 13 14 15
Turnover (HK$000) EBITDA (HK$000) Net Profit (HK$000)
* Free cash flow is defined as EBITDA (before gain and losses on disposal, impairment and write-down of concession rights and other assets and
equity-settled share option expenses) less cash outflow on capital expenditure, less income tax and net interest expense.
** Amounts include the effect of the one-off non-cash charges resulted from the change in display format mandated by the Shanghai authorities
preparing for the 2010 World Expo.
*** Amounts include the effect of the Share Option Expenses Adjustment of HK$20 million recorded in the year ended 31 December 2010.
**** Amounts include the effect of the withholding tax provision of HK$27 million for future distribution of profits from the Companys PRC
subsidiary.
Clear Media Limited Annual Report 2015
Neth Antilles NV
50.42%
International Value
Advisers, LLC
19.51%
Nominal Value: HK$0.10 per share
Listing: Main Board of The Stock Exchange of Hong Kong Limited
Listing Date: 19 December 2001
Ordinary Shares
Shares outstanding as at 31 December 2015 541,700,500 shares
Market Capitalization
as at HK$8.00 per share HK$4,334 million
(based on closing price on 31 December 2015) (approximately US$557 million)
Stock Code
Hong Kong Stock Exchange 100
Reuters 0100.HK
Bloomberg 100 HK
6 Chairmans Statement
Dear Shareholders,
I am pleased to report to you another year of We envisaged well in advance that 2015 would
encouraging revenue growth to a new record be a difficult year and implemented keys
high of HK$1,833 million in 2015, up 4.1% year measures to contain operating costs and
on year. We faced a challenging operating overhead expenses.
environment throughout the year as the
economic growth in China continued to In response to changing customer needs, aside
moderate. Our customers chose to wait until from supporting traditional industries, our sales
the last possible moment to commit their force focused efforts to recruit new clients
advertising budgets, continuing the practice targeting growing industries such as
they had in the last two years. e-commerce and IT digital resulting in
occupancy rate increase in a number of key
We achieved another year of solid growth cities.
driven by the following initiatives:
These initiatives resulted in an EBITDA growth
We capitalized on lower asset prices and of 11.9% to HK$793 million in 2015.
completed several panel acquisitions in mid-
tier cities which increased the number of panels Our Board recommended payment of a 2015
by 7% year-on-year to 45,000. final dividend of HK16 cents per share, as
compared to the level of HK15 cents per share
in 2014, representing a payout ratio of 30.8%.
As of 31 December 2015, we had net cash
balance of HK$689 million.
Clear Media Limited Annual Report 2015
Chairmans Statement 7
In terms of our digital panel development, we I would like to take this opportunity to express
are continuing our digital network test in my sincere gratitude to our Board, our
Nanjing and now have over 250 panels in the management and our staff for their continued
city. We are exploring to introduce digital hard work and dedication to our Company. We
products to other cities. are committed to enhancing our advertising
networks for advertisers to promote their
Looking ahead to 2016, we remain cautious products and services, underpinned by our
about the overall trading environment. professional and world-class service standards.
Management expects the revenue performance We also look forward to optimize the return for
from various industries, that our advertising our shareholders.
clients operate in, to be mixed in 2016. Our
sales team will work towards leveraging on our
display network to drive revenue forward.
Yours sincerely,
Joseph Tcheng
Chairman
Clear Media Limited Annual Report 2015
8 CEOs Report
During 2015, economic growth in Mainland China continued to moderate and the operating environment remained
challenging, with numerous last minute changes and cancellation of order.
Given the challenging environment, we have focused on recruiting new customers while controlling the operating costs to
mitigate any risk to our profit targets for the year.
The Groups bus shelter advertising revenue net of value added tax, increased by 4.1% to HK$1,832.7 million. The
depreciation of RMB impacted revenue growth by approximately 2.0%. Its earnings before interest, tax, depreciation and
amortisation (EBITDA) increased by 11.9% to HK$792.9 million (2014: HK$708.9 million) mainly due to higher turnover of
the core bus shelter advertising business, lower direct rental costs due mainly to the reversal of certain rent provision which
has resulted in HK$25.8 million of provision being released during the year, lower electricity and cleaning and maintenance
costs, partially offset by the increase in the selling, general and administrative expenses during the year. EBITDA margin
increased to 43.3% (2014: 40.3%). The Groups earnings before interest and tax (EBIT) increased by 17.5% to HK$436.0
million for the year from HK$370.9 million in 2014, following the higher EBITDA and lower level of amortization expenses
increment as certain concession rights have been fully amortized during the year. Net profit increased by 16.8% to HK$280.5
million (2014: HK$240.2 million) for the year ended 31 December 2015 and net profit margin increased to 15.3% (2014:
13.6%). Basic earnings per share increased by 16.0% to HK51.92 cents. The Directors proposed a final dividend of HK16 cents
per share (2014: HK15 cents).
As of 31 December 2015, Clear Media operated the most extensive standardized bus shelter advertising network in Mainland
China, with a total of more than 45,000 panels (2014:42,000 panels) covering 26 cities. The average selling price before value
added tax (ASP) decreased modestly by 1.9% during the year, primarily due to the depreciation of RMB against the Hong
Kong Dollar. The average number of bus shelter panels increased by 6.9%. The overall occupancy rate decreased slightly to
61.6% (2014: 62.4%). The revenue growth was primarily driven by the increase in its average number of panels in operation
during the year.
For the year ended 31 December 2015, the revenue from Guangzhou, Shanghai and Beijing increased by 2.8% to HK$1,064.7
million (2014: HK$1,035.2 million). Among the three key cities, the revenue performance was led by Beijing, followed by
Shanghai, and then Guangzhou.
The revenue from Beijing increased by 7.1% to HK$507.1 million (2014: HK$473.5 million) due to a 2.9% increase in the
average number of bus shelter panels and a higher occupancy rate at 75.3% (2014: 72.2%). The ASP decreased marginally by
0.2%.
The revenue from Shanghai increased by 1.3% to HK$231.3 million (2014: HK$228.4 million) due to a 3.6% increase in the
average number of bus shelter panels. The ASP decreased by 1.0% and the occupancy rate decreased to 49.5% (2014: 50.1%).
The revenue from Guangzhou decreased by 2.1% to HK$326.2 million (2014: HK$333.3 million), as ASP decreased by 7.7% due
to tough price competition. The average number of bus shelter panels increased by 3.8% and the occupancy rate increased
to 67.5% (2014: 66.0%).
The revenue from all mid-tier cities increased by 4.5% to HK$862.1 million during the year (2014: HK$825.1 million). The ASP
decreased by 0.9% and the occupancy rate decreased to 58.8% (2014: 61.1%). The average number of bus shelter panels
increased by 9.5%.
Clear Media Limited Annual Report 2015
CEOs Report 9
Among the mid-tier cities where the Company operates, Hangzhou, Nanjing, Shenyang, Jinan, Wuhan, Foshan, Wuxi,
Nanchang and Zhengzhou performed better with double digit growth in revenue.
During the year the Group continued to take advantage of lower asset prices in the outdoor media market and were to
maintain our capital expenditure at a level not significantly less than that in 2014. This allowed Clear media to position its
business to maintain long-term profitable growth.
In December 2015, the Group added more than 40 new digital panels in Nanjing. Total sales generated from the new digital
operation amounted to HK$15.0 million in 2015 (2014: HK$5.5 million).
The operating environment will remain challenging. Management expects the revenue performance from various industries
that our advertising clients operate in, to be mixed in 2016. Our sales team will work towards leveraging on our display
network to drive revenue forward.
We expect to maintain our capital expenditure budget for 2016 at a similar scale to 2015 as we continue to identify
acquisition opportunities both in major cities and new cities to extend the breath and depth of the reach of our network,
taking advantage of the favorable asset price levels.
In the long run, Clear Media is optimistic about the prospects of the advertising sector in China on the back of a continuous
increase in domestic consumer spending.
Han Zi Jing
Chief Executive Officer
Clear Media Limited
Clear Media Limited Annual Report 2015
Management
Discussion and
Analysis
Clear Media Limited Annual Report 2015
12%
Turnover
by Geographical
2 015
Location in 17%
Other cities 45%
Medical institu
3%
Fa rn
O
sh am
io en
tions/Device
n t
& s
5%
IT 14%
Realty
9%
Beverages
11%
Clear Media Limited Annual Report 2015
Audit Committee reviewed the list of our caps for the related advertising commission
bank deposits and the credit ratings of the of HK$33.0 million, HK$34.0 million and
underlying banks during the year. HK$35.0 million for the years 2016, 2017 and
2018, respectively. Such framework
Contingent Liabilities agreement was approved by the
Details of the Groups contingent liabilities shareholders in the special general meeting
are set out in the Management Discussion held on 28 January 2016.
and Analysis section on pages 22 to 23.
OPERATION OVERVIEW
CHANGE IN BOARD MEMBERS Bus Shelter Advertising Business
SUBSEQUENT TO 31 DECEMBER 2015 As of 31 December 2015, Clear Media
Effective from 1 January 2016, Mr. Mark operated the most extensive standardized
Thewlis relinquished his positions as an bus shelter advertising network in Mainland
Executive Director, the Chairman of the China, with a total of more than 45,000
Board, the Chairman of the Capital panels (2014: 42,000 panels) covering 26
Expenditure Committee and the Directors cities. Our bus shelter advertising revenue
Securities Dealing Committee and a member net of value added tax, increased by 4.1% to
of the Cash Committee; and Mr. Joseph HK$1,832.7 million. The depreciation of RMB
Tcheng was appointed as an Executive impacted revenue growth by approximately
Director, the Chairman of the Board, the 2.0%.
Chairman of the Nomination Committee, the
Capital Expenditure Committee and the The average selling price before value added
Directors Securities Committee; and a tax (ASP) decreased modestly by 1.9%
member of the Cash Committee. during the year, primarily due to the
depreciation of RMB against the Hong Kong
NEW FRAMEWORK AGREEMENT FOR THE Dollar. The average number of bus shelter
CONTINUING CONNECTED TRANSACTIONS panels increased by 6.9%. The overall
ON ADVERTISING COMMISSION occupancy rate decreased slightly to 61.6%
ARRANGEMENTS (2014: 62.4%). The revenue growth was
On 22 December 2015, Hainan White Horse primarily driven by the increase in our
Advertising Media Investment Company average number of panels in operation
Limited, the principal operating subsidiary of during the year.
the Company entered into a three-year
framework agreement, on procuring Due to the change in tax regulation, the
advertising sales in return for an advertising business tax for our bus shelter advertising
commission, with connected parties business was replaced by value added tax in
including Guangdong White Horse Shanghai, Beijing, Guangzhou and Shenzhen
Advertising Company Limited (GWH), effective from 1 January 2012, 1 September
Ha inan W hite Hors e Media Advert isi ng 2012 and 1 November 2012, respectively.
Company Limited (WHM) and White Horse Business tax of all other China cities was
(Shanghai) Investment Company Limited replaced by value added tax effective from 1
with annual transaction caps for the gross August 2013. These tax charges had the
value of sales of HK$414.0 million, HK$424.5 effect of reducing our turnover by HK$109.5
million and HK$435.0 million and the annual million in 2015 (2014: HK$105.6 million).
Clear Media Limited Annual Report 2015
Less:
Total selling, general and administrative
Interest income (9,906) (20,319)
expenses, excluding depreciation and
amortization, increased by 4.9% to HK$349.9 EBITDA 792,909 708,858
million in 2015 mainly due to higher
impairment losses of trade receivables and
office rental expenses, partially offset by
lower wages and salaries, cost control
measure and the reversal of the cash-settled
share-based payment expenses amounting
to HK$9.0 million.
Clear Media Limited Annual Report 2015
Free cash flow, defined as EBITDA (before The average accounts receivable outstanding
gain and losses on disposal, impairment and days, on a time weighted basis, remained
write down of concession rights and other stable at 117 days for the current year (2014:
assets and equity-settled share option 117 days). As at 31 December 2015, the
expenses) less cash outflow on capital provision for impairment of accounts
expenditure, less income tax and net interest receivable increased to HK$31.4 million from
expense, decreased to HK$176.4 million for HK$21.2 million as at 31 December 2014
the year ended 31 December 2015 compared mainly due to the slower collection from
to HK$282.6 million in the previous year. The customers and increase in balance in the
decrease was mainly due to a higher level of more than 12 months category during the
capital expenditure, partially offset by a year. Based on the customers credential and
higher EBITDA generated during the year. past payment history, management is of the
view that the provision level is adequate as
Trade Receivables of 31 December 2015. We will continue to
The Groups accounts receivable balance due closely monitor the accounts receivable
from third parties increased by 8.7% to balance and ensure the level of provision is
HK$687.2 million as at 31 December 2015 appropriate and prudent.
from HK$631.9 million as at 31 December
2014. The outstanding balances in the Due from Related Parties
current to 90 days category increased by As at 31 December 2015, the amounts due
HK$51.7 million, following the higher sales in from GWH and WHM increased to HK$106.8
2015. Outstanding balances in the over 180 million from HK$88.6 million as at 31
days category increased by HK$39.6 million, December 2014 mainly due to slower
mainly due to slower repayment from certain payment from customers represented by
major customers. None of the accounts GWH and WHM during the year. The main
receivable was due from connected persons, bulk of the increase was in the 90 to 180 days
as defined under the Rules Governing the category and average balance due from
Listing of Securities on The Stock Exchange related parties outstanding days, on a time-
of Hong Kong Limited (the Listing Rules). weighted basis, increased to 81 days for the
Accounts receivable from GWH and WHM are current year from 75 days in the previous
disclosed separately and discussed below. year. We will continue to work closely with
GWH and WHM to expedite collection.
The Groups trading terms with its customers
are mainly on credit, except for new Prepayments, Deposits and Other
customers where payment in advance is Receivables
normally required. The credit period is The Groups total prepayments, deposits and
generally 90 days, extending up to 180 days other receivables as at 31 December 2015
for major customers. The Group maintains increased to HK$143.0 million from HK$115.5
control over its outstanding receivables. million as at 31 December 2014.
Overdue balances are reviewed regularly and
processes are in place to ensure balances are The balance as at 31 December 2015
collected. The accounts receivable relate to a included a receivable from Hainan White
large number of different customers. Horse, the non-controlling shareholder of
the WHA Joint Venture, amounting to
HK$95.4 million (31 December 2014: HK$66.5
million), which is unsecured, interest-free
and has no fixed terms of repayment.
Clear Media Limited Annual Report 2015
million, a 8.0% decrease over the The majority of our operating assets are
corresponding balance of HK$2,862.5 million located in the PRC and are denominated in
as at 31 December 2014. This was mainly due RMB. The operating assets are translated to
to the 2014 final and special dividends paid Hong Kong Dollars at the 31 December 2015
to the shareholders of the Group and the spot rate. The spot rate of RMB as of 31
foreign exchange losses from translation of December 2015 has depreciated against the
the Groups RMB operation in mainland Hong Kong Dollars by 4.7% as compared with
China, partially offset by the retention of the the spot rate as at 31 December 2014. This
net profit earned in the year ended 31 has resulted in a decrease in the exchange
December 2015. The Group undertook no fluctuation reserve of approximately
share repurchases during the year. HK$138.5 million (2014: HK$73.4 million).
Group for the settlement of any outstanding Environmental Policies and Compliance
liability between the Supplier and the Group. We are committed to minimizing the impact
The Court has issued a compulsory order of our activities on the environment. To this
requiring the Group to remit an outstanding end, various impact assessments have been
sum of about RMB17.6 million owing by the undertaken and policies created which are in
Group to the Supplier into the bank account line with international best practices and
of the Court. The directors, taking into long term sustainability.
consideration the advice of the Groups legal
counsel, believe that this development will The core values of our environmental policy
not result in the Group being liable for are to meet all the environmental legislations
additional liability exceeding the that relates to our operations.
outstanding liability already taken up in the
account under other payables and accruals, In addition to full compliance with all laws
between the Supplier and the Group. relevant to sustaining and improving the
environment, we are committed to
FINANCIAL KEY PERFORMANCE deploying ecologically friendly construction
INDICATOR techniques, materials and operational
EBITDA as the financial key performance procedures.
indicator
EBITDA is the Groups earnings before The energy consumed by bus shelter panel
interest, tax, depreciation and amortization. accounts for almost 95% of the Groups
The Company uses the Groups EBITDA as the energy consumption. In order to reduce
financial key performance indicator. The electrical consumption of bus shelter panel
Companys aim is to increase the Groups while preserving illumination for public
EBITDA. We monitor the Groups EBITDA in safety, we have gradually reduced the
the current year or period and make number of fluorescent tubes usage and
comparison with that in the same period of increased in the use of LED lighting
the previous year as a measure of the structures. The LED lighting structures offer
performance. Details of the Groups EBITDA energy savings of more than 50% compared
are set out in the EBITDA section on page to the use of fluorescent tube. In addition to
17. using LED lighting structures on all new
shelters built in 2015, we have also
converted about 8% of our existing bus
shelter panels to LED lighting structures
792,909
708,857
662,317
Biographies of Directors 25
JOSEPH TCHENG
Mr. Tcheng, aged 61, is currently the Chairman of Sichuan Swellfun Co. Ltd. (
), a premium baijiu company listed on the Shanghai Stock Exchange. Diageo has a
controlling stake in this company. Mr. Tcheng was the Managing Director of Diageo Greater
China from April 2009 to June 2013 where he was responsible for Diageos international spirits
brands such as Johnnie Walker, Smirnoff, Baileys and Guinness. During this time he established
the first Johnnie Walker House, an experience centre for Scotch in Shanghai and Beijing.
Chairman
Chairman of the Mr. Tcheng was the Managing Director of Diageo S.E. Asia from June 2007 to March 2009.
Nomination Prior to that, he has worked for 25 years in a variety of roles in general management and
Committee marketing with Philip Morris International in New York and Asia.
Chairman of the
Capital Expenditure
Committee Mr. Tcheng holds an MA in Economics from Downing College, Cambridge University. He
Chairman of the obtained the Financial Times Non-Executive Director Diploma in 2014.
Directors Securities
Dealing Committee
Executive Director Effective from 1 January 2016, Mr. Tcheng was appointed as an Executive Director, the
Chairman of the Board, the Chairman of the Nomination Committee, the Capital Expenditure
Committee, the Directors Securities Dealing Committee and a member of the Cash
Committee.
MARK THEWLIS*
Mr. Thewlis, aged 49, is currently the Executive Chairman of the Company. He was the
Regional President Asia Pacific for Clear Channel International Limited (CCI), a London-
based subsidiary of Clear Channel Outdoor Holdings, Inc. which is the controlling shareholder
of the Company and whose shares are listed on the New York Stock Exchange (CCO). Mr.
Thewlis managed the radio and outdoor advertising operations throughout the Asia Pacific
region for CCO. He is a consultant to CCI. Mr. Thewlis was a Senior Vice President
Operations of CCI, based in London, with responsibility for a number of business units
Executive Chairman
Chairman of the throughout Europe. During the period between October 2002 and June 2005, Mr. Thewlis
Nomination held the position of Director of Finance for CCI.
Committee
Chairman of the
Capital Expenditure Prior to joining CCO in 2002, Mr. Thewlis was the Chief Financial Officer for Adshel Street
Committee Furniture Pty Ltd in Australia, a joint venture between CCO and APN News & Media Limited.
Chairman of the
Mr. Thewlis was involved with the early development of the business, including business
Directors Securities
Dealing Committee development, capital expenditure management and establishment of third-party finance
Executive Director facilities.
Mr. Thewlis obtained his degree in accounting from the University of Canberra in 1990. He
then qualified as a Chartered Accountant in Australia and became a registered tax agent in
1994.
With effect from 1 January 2016, Mr. Mark Thewlis relinquished his positions as an executive
director, the Chairman of the Board, the Chairman of the Capital Expenditure Committee and
the Directors Securities Dealing Committee and a member of the Cash Committee; and Mr.
Joseph Tcheng was appointed as an executive director, the Chairman of the Board, the
Chairman of the Nomination Committee, the Capital Expenditure Committee, the Directors
Securities Dealing Committee and a member of the Cash Committee.
Clear Media Limited Annual Report 2015
26 Biographies of Directors
WILLIAM ECCLESHARE
Mr. Eccleshare, aged 60, is currently the Chief Executive Officer of Clear Channel Outdoor
Holdings, Inc. (CCO). Prior to his appointment by CCO effective from January 2012, Mr.
Eccleshare was the President and Chief Executive Officer of Clear Channel International (CCI),
a subsidiary of CCO. Before his appointment by CCI effective from September 2009, Mr.
Eccleshare was Chairman and CEO of BBDO Europe, one of the worlds leading marketing
communications agencies, where he was responsible for all BBDO advertising, direct
marketing, digital, and public relations agencies. Prior to that position, Mr. Eccleshare was
Deputy Chairman
Non-Executive Director Chairman and CEO of Young & Rubicam EMEA. Throughout his career, he also held senior
executive roles at McKinsey & Company, where he was Partner, European Branding Practice;
Ammirati Puris Lintas, as Chairman and CEO EMEA; and J Walter Thomson, where he held
various senior titles. Mr. Eccleshare is a Board member and trustee of the Donmar Warehouse
Theatre in London.
PETER COSGROVE
Mr. Cosgrove, aged 62, has been a Director of the Company since 2001 and has over 25 years
experience in the outdoor, publishing and broadcasting industries. He is currently Chairman
of APN News & Media Limited, a diversified media operator in Australia and New Zealand
which is listed on both the Australian Securities Exchange and the New Zealand Exchange and
Chairman of Buspak Advertising (Hong Kong) Limited.
Deputy Chairman Mr. Cosgrove has been a Director of APN News & Media Limited since December 2003 and he
Chairman of the Cash was appointed as the Chairman of the Board in February 2013.
Committee
Non-Executive Director
HAN ZI JING
Mr. Han, aged 60, has been with the Group since 1998. Before that, he was General Manager
of Guangdong White Horse Group Corporation, a diversified company with interests ranging
from property to medical equipment. Mr. Han was also Director of the Hong Kong Overseas
Representative Office of China Science and Technology Association, a liaison body between
the PRC Government and the international science and technology communities. Mr. Han has
a Bachelors degree and graduated from a postgraduate course at the South China Normal
University. He is a brother of Mr. Han Zi Dian.
Chief Executive Officer
Executive Director
Clear Media Limited Annual Report 2015
Biographies of Directors 27
Before joining the Company, Mr. Zhang worked for Procter & Gamble (China) as Brand
Manager in its marketing department from 1996-2000. Mr. Zhang has extensive experience of
Chief Operating Officer marketing, sales and media.
Executive Director
Mr. Zhang graduated from Guanghua School of Management, Peking University in 1996 with
a Bachelor degree in Economics.
JONATHAN ZHU
Mr. Zhu, aged 53, is a Managing Director of Bain Capital, based in Hong Kong. Since joining
Bain Capital in 2006, Mr. Zhu has led Bain Capitals investments in China. Mr Zhu is currently a
non-executive director of Greatview Aseptic Packaging Company Limited and Sunac China
Holdings Limited, the shares of which are listed on the Stock Exchange of Hong Kong. Mr Zhu
is also an independent director of Youku Tudou Inc., the shares of which are listed on the New
York Stock Exchange. Before joining Bain Capital in 2006, he was the China Chief Executive
Officer of Morgan Stanley. Mr. Zhu holds a juris doctor degree from Cornell Law School, an MA
Non-Executive Director
degree from Nanjing University, and a BA degree from Zhengzhou University. Mr Zhu is also a
trustee of The Nanjing University.
28 Biographies of Directors
CORMAC OSHEA
Mr. OShea, aged 43, graduated from University College Cork with a bachelors degree in
Commerce (majoring in finance). Mr. OShea is currently the chief financial officer of the
international division of Clear Channel Outdoor Holdings, Inc. (Clear Channel Outdoor). He
was the chief financial officer of each of Australian Radio Network Pty Ltd from October 2010
to April 2013 and APN Outdoor Pty Ltd from April 2006 to October 2010 before he joined Clear
Channel Outdoor in April 2013. Prior to the abovementioned positions, Mr. OShea held the
positions of group corporate finance manager and group accountant of APN News & Media
Non-Executive Director
Ltd.. Mr. OShea also spent four years with KPMG in Ireland where he qualified as a chartered
accountant. Mr. OShea is also a fellow of the Institute of Chartered Accountants in Ireland.
DESMOND MURRAY
Mr. Murray, aged 60, is a qualified accountant and a member of the Hong Kong Institute of
Certified Public Accountants. Since June 2011, he has been appointed as an Independent
Non-Executive Director of Sun Art Retain Group Limited which is listed on the Main Board of
the Hong Kong Stock Exchange. He was an audit partner in PricewaterhouseCoopers Hong
Kong from 1987 through 2000. Since withdrawing from practice with
PricewaterhouseCoopers, Mr. Murray has taken on a number of non-executive directorships
and acts as a business consultant to a number of smaller businesses. While working with
Chairman of the Audit
Committee PricewaterhouseCoopers, he advised boards and audit committees of companies listed in
Chairman of the Hong Kong, China, and throughout the region, both as an audit partner and as an advisor in
Remuneration relation to both internal audit and corporate governance.
Committee
Independent Non-
Executive Director Mr. Murray has been a Director of the Company since 2003.
On 3 February 2016, Mr. Desmond Murray tendered his resignations, as an independent non-
executive director, the Chairman of the Audit Committee and the Remuneration Committee;
and a member of the Nomination Committee, to be effective on a date as mutually agreed
between the Company and Mr. Murray, but in any event on a date no later than 31 August
2016, to pursue his personal interests.
Biographies of Directors 29
LEONIE KI SBS, JP
Ms. Ki, aged 68, has over 30 years of experience in integrated communication and marketing
services. She was the founder, partner, chairman and chief executive officer of Grey Hong
Kong Advertising Limited and Grey China Advertising Limited. Ms. Ki is currently an executive
director of New World Development Company Limited and an independent non-executive
director of Sa Sa International Holdings Limited, both of which are listed on the Hong Kong
Stock Exchange. Ms. Ki is committed to community and public services. She is currently the
director of Chow Tai Fook Charity Foundation and New World Group Charity Foundation Limited,
Independent Non-
Executive Director a life member of the Childrens Cancer Foundation, vice chairman of UNICEF Hong Kong
Committee, trustee member of the Ocean Park Conservation Foundation and the honorary
secretary of the Wu Zhi Qiao Charitable Foundation.
Ms. Ki also serves as a member on a number of institutes, including the Hong Kong Housing
Society, the Asian Advisory Board of Cheng Yu Tung Management Institute, Richard Ivey
School of Business (University of Western Ontario, Canada), the Chinese University of Hong
Kong and the University of Hong Kong. In addition, Ms. Ki is also a member of The Twelfth
Chinese Peoples Political Consultative Conference of The Peoples Republic of China and a
member of The Chinese Peoples Political Consultative Conference of Yunnan Province. Ms. Ki
received the Silver Bauhinia Star from the HKSAR Government in 2007.
THOMAS MANNING
Mr. Manning, aged 60, is currently a Lecturer in Law at the University of Chicago Law School
and a corporate board director, and until 2012, he was the Chief Executive Officer of several
companies in Asia. He has been an independent non-executive director of CommScope
Holding Company, Inc., a telecommunication technology manufacturer and Nasdaq-listed
company, since November 2014, and an independent non-executive director of Dun &
Bradstreet, a business information company whose shares are also listed on the NYSE, since
Independent Non- June 2013. Mr. Manning is also an advisor to The Demand Institute, a joint venture between
Executive Director the Conference Board and the Nielsen Company, an affiliated partner of Waterstone
Management Group, and Co-Chairman of the Chicago Philharmonic. He was formerly an
independent nonexecutive director of iSoftStone Information Technology (Group) Co. Ltd.,
Gome Electrical Appliances Holding Limited, Bank of Communications Co., Ltd., and Asia-Info
Linkage Holdings, Inc.
In his past executive roles, Mr. Manning was the Chief Executive Officer of Cerberus Asia
Operations & Advisory Limited, Indachin Limited, Capgemini Asia Pacific, and Ernst & Young
Consulting Asia Pacific. He was the Chairman of China Board Directors Limited; a senior
partner of Bain & Company, where he was a member of Bains China Board and head of Bains
information technology strategy practice in Silicon Valley and Asia; and also served as a
Global Managing Director of the Strategy & Technology Business of Capgemini.
Earlier in his career, Mr. Manning was with McKinsey & Company, where he developed a
corporate strategy practice for medical industry clients. He also founded a telemedicine
company, Buddy Systems. Mr. Manning, who speaks Mandarin, received a bachelors degree
in East Asian Studies from Harvard University and an M.B.A. from Graduate School of Business
of Stanford University.
Mr. Manning has been a Director of the Company since October 2012.
Clear Media Limited Annual Report 2015
Clear Media is committed to ensuring high standards of corporate governance at all times and in all areas of its
operations. The board of directors of the Company (the Board or the Board of Directors) believes that good
corporate governance is an essential element in enhancing the confidence of current and potential shareholders,
investors, employees, business partners and the community as a whole.
CORPORATE GOVERNANCE
The Group is committed to achieving high standards of corporate governance which we believe are crucial to the
development of the Group and to the safeguarding of the interests of our shareholders.
The Audit Committee comprises four non-executive Directors, three of whom are independent. The Audit Committee
has reviewed the accounting principles and practices adopted by the Group and has also discussed the year end
closing and internal audit process, internal control and financial reporting matters for the year ended 31 December
2015 with management, the internal auditor and the external auditor. The Audit Committee has also reviewed the
annual results for the year ended 31 December 2015.
The Company has adopted the terms of the Model Code for Securities Transactions by Directors of Listed Issuers (the
Model Code) as set out in Appendix 10 to the Listing Rules.
During the period from 1 January 2015 to 31 December 2015, the Company has adopted the code provisions set out in
the Corporate Governance Code and Corporate Governance Report as set out in Appendix 14 to the Listing Rules.
In the opinion of the Board, the Company has complied with the code provisions set out in the Corporate Governance
Code and Corporate Governance Report set out in Appendix 14 to the Listing Rules during the year ended 31
December 2015. Upon specific enquiry with all Directors, the Board is not aware of any non-compliance with the
Model Code throughout the fiscal year ended 31 December 2015.
Clear Media Limited Annual Report 2015
THE BOARD
Member attendance of Board, Committee and Annual General Meetings during 2015:
EXECUTIVE DIRECTORS
Mr. Mark Thewlis (Executive Chairman)* 5/5 1/1 4/4 2/2 1/1
Mr. Han Zi Jing (Chief Executive Officer) 4/5
Mr. Teo Hong Kiong (Chief Financial Officer) 5/5 4/4 1/1
Mr. Zhang Huai Jun (Chief Operating Officer) 3/5 3/4 2/2
NON-EXECUTIVE DIRECTORS
Mr. William Eccleshare 5/5 4/4 2/2
Mr. Peter Cosgrove 4/5 3/4 3/4 2/3 2/2 1/1
Mr. Zhu Jia 3/5 2/3
Mr. Cormac OShea 5/5 4/4
ALTERNATE DIRECTOR
Mr. Zou Nan Feng 0/5
* With effect from 1 January 2016, Mr. Mark Thewlis relinquished his positions as an executive director, the Chairman of the Board, the Chairman
of the Capital Expenditure Committee and the Directors Securities Dealing Committee and a member of the Cash Committee; and Mr. Joseph
Tcheng was appointed as an executive director, the Chairman of the Board, the Chairman of the Nomination Committee, the Capital Expenditure
Committee, the Directors Securities Dealing Committee and a member of the Cash Committee.
** On 3 February 2016, Mr. Desmond Murray tendered his resignations, as an independent non-executive director, the Chairman of the Audit
Committee and the Remuneration Committee; and a member of the Nomination Committee, to be effective on a date as mutually agreed
between the Company and Mr. Murray, but in any event on a date no later than 31 August 2016, to pursue his personal interests.
Since the Directors Securities Dealing Committee was established with the principal function of handling the
notification and clearance of our directors dealing in our Companys securities pursuant to Appendix 10 (Model Code
for Securities Transactions by Directors of Listed Issuers) to the Listing Rules, regular committee meetings are not
considered necessary for its principal function. There were no Directors Securities Dealing Committee meeting during
the year.
As of the date of this report, the Board comprises 12 members. There are four executive directors, including the
Chairman, the Chief Executive Officer (the CEO), the Chief Financial Officer and the Chief Operating Officer; four non-
executive directors and four independent non-executive directors. Throughout the year ended 31 December 2015,
one-third of the Board was represented by independent non-executive directors. Detailed biographies outlining each
directors range of specialist experience and suitability for the successful long-term management of the Group can be
found on pages 25 to 29.
Clear Media Limited Annual Report 2015
The Group believes that the Board of Directors comprises a good mix of local and overseas advertising and
promotional experts, financial and business consultants, and other diversified industry experts, and that they actively
bring their valuable experience to the Board for promoting the best interests of the Company and its shareholders.
The Board also believes that such a group is ideally qualified to advise the management team on future strategy
development, finance, and other statutory requirements, and to act as guardians of shareholders interests.
Each director is requested to disclose to the Company the number and nature of offices held in public companies or
organisations and any other significant commitments annually. The Board evaluates the independence of all
independent non- executive directors on an annual basis and has received written confirmation from each
independent non-executive director regarding his/her independence. As at the date of this report, the Board considers
all independent non-executive directors to be in full compliance with the independence guidelines as laid down in
the Listing Rules.
During the year ended 31 December 2015, the Board maintained the directors and officers liability insurance for all
directors and officers of the Company against any legal liability arising from the performance of their duties.
BOARD PROCEEDINGS
The Board meets at least four times each year at approximately quarterly intervals to discuss the Groups overall
strategy, operations and financial performance. The Chairman also at least annually holds meetings with the non-
executive directors (including the independent non-executive directors) without other executive directors present.
The Board also ensures that its members are supplied with monthly update on the necessary information in a form
and of a quality appropriate to enable the Board to discharge its duties. All Board meetings adhere to a formal agenda
in which a schedule of matters is specifically addressed to the Board for its decision. Specific topics discussed at these
quarterly Board meetings include overall strategy, major acquisitions and disposals, annual budgets, interim and
annual results, recommendations on directors appointment(s) or reappointment(s), approval of major capital projects,
dividend policies, and other significant operational and financial matters. All quarterly Board meetings are scheduled
one year in advance in order to ensure maximum attendance by the directors. All Board members have access to the
advice and services of the Groups company secretary. If necessary, directors also have recourse to external
professional advice at the Groups expense. During the intervals between Board meetings, individual directors are
kept appraised of all major changes that may affect the Groups businesses.
The minutes of Board meetings are prepared by the Groups company secretary with details of the matters considered
by the Board and the decisions reached, including any concerns raised by directors or dissenting views expressed. The
draft minutes are circulated to all directors for their comments within a reasonable time after the meeting, and the
final minutes are adopted in the next meeting. Some Board decisions are made via written resolutions authorised by
all directors. However, the Board acknowledges that if a substantial shareholder or a director has a conflict of interest
in a matter to be considered by the Board which the Board has determined to be material, the matter shall be dealt
with by a physical board meeting rather than a written resolution. Independent non-executive directors who, and
whose close associates, have no material interest in the transaction should be present at that board meeting. Minutes
of the Board meetings are maintained by the company secretary and available for inspection by all directors at the
Companys registered office.
Clear Media Limited Annual Report 2015
All newly appointed directors are briefed by the Companys lawyers about their duties and obligations as a director of
a listed company. Newly appointed directors are also encouraged to discuss with the Chairman on any additional
information or training they feel they require to discharge their duties more effectively.
DIRECTORS TRAINING
The Company provides monthly updates to the directors relating to the Groups business.
During the year, the company secretary provided directors with updates on latest development and changes in the
Listing Rules and the regulatory environment. All directors have confirmed that such updates were reviewed by them.
All directors have provided written records of the training they received during 2015 to the Company.
Clear Media Limited Annual Report 2015
BOARD COMMITTEES
The Board has established six Committees to oversee particular aspects of the Groups affairs. The main roles and
responsibilities of the Audit, Remuneration and Nomination Committees, including the authority delegated to them
by the Board, are published on the Groups website at www.clear-media.net. The independent views of the different
Committees and their recommendations not only ensure proper control of the Group but also the continual
achievement of the high corporate governance standards expected of a listed company. Except for the Directors
Securities Dealing Committee of which regular meetings are not considered necessary for its principal function, the
chairman of each Committee reports the outcome of the Committees meetings to the Board for further discussion
and approval.
BOARD OF DIRECTORS
Directors
Capital
Audit Remuneration Nomination Cash Securities
Expenditure
Committee Committee Committee Committee Dealing
Committee
Committee
AUDIT COMMITTEE
The responsibilities and authorities of the Audit Committee are set out in the terms of reference a copy of which is
published on the Hong Kong Stock Exchanges and the Groups websites. The Committee consists of four non-
executive directors, with the majority of them being independent non-executive directors. The Audit Committee is
chaired by an independent non- executive director, Mr. Desmond Murray, a retired audit partner from
PricewaterhouseCoopers (Hong Kong), who possesses extensive experience in, and knowledge of, finance and
accounting. All members of this Committee have the relevant industry and financial experience necessary to advise on
Board strategies and other related matters. None of the Committee members is a partner or former partner of Ernst &
Young, the Companys external auditors. The Chief Financial Officer, the Groups company secretary, the internal
auditor, and representatives of the external auditors of the Company are expected to attend meetings of the
Committee.
* On 3 February 2016, Mr. Desmond Murray tendered his resignations, as an independent non-executive director, the Chairman of the Audit
Committee and the Remuneration Committee; and a member of the Nomination Committee, to be effective on a date as mutually agreed
between the Company and Mr. Murray, but in any event on a date no later than 31 August 2016, to pursue his personal interests.
The Audit Committee met four times in 2015 to review the internal auditors review work on bus shelter inspections,
digital panels, sales department function and internal control on cash management. It also discussed the interim
review plan, audit work plan, interim review report and the audit consolidated financial statements with the external
auditors of the Company. The key findings and the related recommendations arising from this work were reported to
the Board. The meetings of the Audit Committee are attended by members of the Committee, the company secretary
and, when necessary, the external auditors and internal auditors. At the discretion of the Committee, other people
may also be invited to the meetings.
Clear Media Limited Annual Report 2015
The Audit Committee is also entrusted with monitoring and assessing the independence and objectivity of the
external auditors and the effectiveness of the audit process. All external audit partners are subject to periodic rotation
and the ratio of annual fees for non-audit services to those for audit services is subject to close scrutiny by the Audit
Committee.
During the year under review, the fees paid to the Groups external auditors Ernst & Young were as follows:
2015 2014
HK$000 HK$000
The Audit Committee has concluded that it is satisfied with the findings of its review of the audit and non-audit
service fees, process and effectiveness, and independence and objectivity of Ernst & Young. The Audit Committee will
therefore recommend to the Board that Ernst & Young be re-appointed as the Groups external auditors at the Annual
General Meeting in 2016.
REMUNERATION COMMITTEE
The responsibilities and authorities of the Remuneration Committee are set out in the terms of reference a copy of
which are published on the Hong Kong Stock Exchanges and the Groups websites. The Committee has adopted the
model where it performs an advisory role to the Board, with the Board retaining the final authority to approve
executive directors and senior managements remuneration. The Remuneration Committee currently has five non-
executive directors, with a majority of them being independent non-executive directors.
The Remuneration Committee met four times in 2015 to review the remuneration structure and policy, and the bonus
for the executive directors and made the related recommendation to the Board.
Clear Media Limited Annual Report 2015
* On 3 February 2016, Mr. Desmond Murray tendered his resignations, as an independent non-executive director, the Chairman of the Audit
Committee and the Remuneration Committee; and a member of the Nomination Committee, to be effective on a date as mutually agreed
between the Company and Mr. Murray, but in any event on a date no later than 31 August 2016, to pursue his personal interests.
REMUNERATION POLICY
The primary objective of the Groups remuneration policy is to retain and motivate executive directors by linking their
compensation to the Groups performance and evaluating their compensation against corporate goals, so that the
interests of the executive directors and the senior management team are aligned with those of our shareholders. No
director can, however, approve his or her own remuneration.
SHARE OPTIONS
The Remuneration Committee may from time to time recommend grants of share options under the Groups approved
share options scheme for executive directors. Such share options are granted based on each employees performance
and the achievement of certain goals that are consistent with the Groups objective of maximising long-term value for
its shareholders. Details of the share options granted to executive directors and the management team to date are
published on pages 57 to 60 of the Report of the Directors.
NOMINATION COMMITTEE
The responsibilities and authorities of the Nomination Committee are set out in the terms of reference a copy of which
are published on the Hong Kong Stock Exchanges and the Groups websites. The Nomination Committee reports to
the Board and makes recommendations regarding the appointment of directors, its evaluation of the Boards
composition (in which board diversity would be considered from a number of aspects, including but not limited to
gender, age, cultural and education background, ethnicity, professional experience, skills, knowledge and length of
services), and the management of Board succession with references endorsed by the Board itself. The Nomination
Committee currently has one executive director and six non-executive directors, with the majority of them being
independent non-executive directors.
Clear Media Limited Annual Report 2015
* With effect from 1 January 2016, Mr. Desmond Murray relinquished his position as the Chairman but remained as a member, Mr. Zhu Jia
relinquished his position as a member; and Mr. Joseph Tcheng was appointed as the new Chairman of the Nomination Committee.
** On 3 February 2016, Mr. Desmond Murray tendered his resignations, as an independent non-executive director, the Chairman of the Audit
Committee and the Remuneration Committee; and a member of the Nomination Committee, to be effective on a date as mutually agreed
between the Company and Mr. Murray, but in any event on a date no later than 31 August 2016, to pursue his personal interests.
The Board also approved the adoption of the board diversity policy. Such policy aims to achieve diversity on the Board
in the broadest sense in order to have a balance of skills, experience and diversity of perspectives appropriate to the
business nature of the Company. Under such policy, selection of candidates on the Board is based on a range of
diversity perspectives, including but not limited to gender, age, cultural and education background, ethnicity,
professional experience, skills, knowledge and length of service.
Hence, the Nomination Committee adopts certain criteria and procedures in the nomination of new directors with due
regard for the benefits of diversity on the Board that would complement the existing Board. The criteria include a
candidates professional background, especially advertising, financial and commercial experience, and track record
with other listed companies. The Nomination Committee also considers information on candidates available from
various sources, including the database of the Institute of Directors in Hong Kong, as well as recommendations from
the management team and other knowledgeable individuals. Candidates who satisfy all of the relevant criteria are
then short-listed by the Chairman and the Secretary of the Nomination Committee before their nominations are
proposed to the Nomination Committee. The Nomination Committee subsequently meets to select the final candidate
and submit its recommendation to the Board for approval.
The Nomination Committee met three times in 2015 to review the structure, size and composition of the Board,
directors service contracts, the appointment of a new executive director and the election/re-election of directors; and
made the related recommendation to the Board.
* With effect from 1 January 2016, Mr. Mark Thewlis relinquished his position as the Chairman and Mr. Joseph Tcheng was appointed as the new
Chairman of the Capital Expenditure Committee.
The Capital Expenditure Committee met four times in 2015 to review the Groups strategic development, the capital
expenditure budget, the refurbishment needs, the renewal of certain bus shelter concession rights, the acquisitions
and construction of bus shelters and the addition of digital displays; and made the related recommendation to the
Board.
CASH COMMITTEE
The Cash Committee was established, with the main roles and responsibilities clearly defined in its terms of reference,
for reviewing the adequacy of and the options for utilization of the Groups cash on hand with a view to enhance
shareholders interests, and making related recommendations to the Board. The options to be considered by the Cash
Committee, from time to time, include, but not limited to, the following:
i) significant capital investment for the organic expansion of the Groups businesses;
The members of this Committee include a non-executive director, the Groups Chairman and the Chief Operating
Officer.
* With effect from 1 January 2016, Mr. Mark Thewlis relinquished his position as a member and Mr. Joseph Tcheng was appointed as a new
member.
The Cash Committee met two times in 2015 to review the adequacy of and various options for utilization of the
Groups cash on hand and made the related recommendation to the Board.
Clear Media Limited Annual Report 2015
* With effect from 1 January 2016, Mr. Mark Thewlis relinquished his position as the Chairman and Mr. Joseph Tcheng was appointed as the new
Chairman of the Directors Securities Dealing Committee.
Given the nature of the Committees principal function, regular meetings are not considered necessary and there was
no Committee meeting during the year.
During the year, the Committee received 16 notification letters from three executive directors and one alternate
director; and the corresponding clearance letters were issued pursuant to Appendix 10 to the Listing Rules.
The Groups internal control systems are designed to provide reasonable protection of the Groups assets, and to
safeguard these assets against unauthorised use or disposition by ensuring that all such transactions are executed in
accordance with managements authorisation. The systems also ensure that accounting records are sufficiently
accurate for the preparation of financial information used for operational and reporting purposes. The Group has
adopted comprehensive procedures with duly assigned levels of authority in areas of financial, operational and
compliance controls, and risk management to ensure that its assets and resources remain secure at all times.
The role of the Audit Committee is, through discussion with management and other consultants, and the use of the
internal audit function, to review the effectiveness of the internal control systems, including financial, operational and
compliance controls, and risk management functions, and to report to the Board any significant risks and issues.
In 2010, the Board approved a 3-year rotational internal audit plan covering several different departments. The
objective of this plan is to reduce potential risks and improve operational efficiency. This policy has been refreshed
every 3 years and the 3-year internal audit plan is renewed and reviewed on an annual basis. The Group subsequently
outsourced the completion of this work to a qualified consultant. The Groups internal auditors report their findings
and make their recommendations directly to the Audit Committee on a regular basis and have the right to consult the
Audit Committee without first referring to the management. The Audit Committee reports the progress of the work
plan and related findings to the Board at each meeting during the year.
Clear Media Limited Annual Report 2015
The directors acknowledged their responsibility for preparation of financial statements which give a true and fair view
of the Groups state of affairs of the results and cash flow for the year. Directors are not aware of any material
uncertainties relating to events or conditions that may cast significant doubt upon the Companys ability to continue
as a going concern.
The Independent Auditors Report on pages 63 to 64 of this annual report has set out the responsibilities of Ernst &
Young, the external auditors of the Company.
The Group is committed to ethical business conduct and compliance with underlying Bribery and Corruption Laws.
The Group has adopted a Code of Business Conduct and Ethics and the Anti-Corruption Compliance Policy and
Procedures which apply to all of the Groups employees. With the help from a law firm, the Group typically arranges
professional training for its employees on the Code of Business Conduct and Ethics and the Anti-Corruption
Compliance Policy and Procedures at least annually. The written material of such professional training can readily be
accessed by any employee at the Companys corporate website. During the year ended 31 December 2015, the Board
reviewed the Groups compliance with the Code of Business Conducts and Ethics and the Anti-Corruption Compliance
Policy and Procedures on a quarterly basis and did not find any material non-compliance.
DIRECTORS INTERESTS
Full details of individual directors interests in the shares and share options of the Company are set out on pages 54 to
60 of the Report of the Directors.
OPEN COMMUNICATION
The Group is committed to acting in good faith and in the best interests of its shareholders at all times and in all areas
of its operations. The Group actively promotes open communication and full disclosure of all information needed to
protect and maximise returns for its shareholders.
SHAREHOLDERS RIGHTS
Right to convene a special general meeting
The procedures for shareholders to convene a special general meeting in accordance with the Companys Bye-laws,
the Bermuda Companies Act 1981 and applicable legislation and regulation are set out as follows:
1 Members of the Company (Members) holding at the date of deposit of the requisition not less than 10% of the
paid-up capital of the Company carrying the right to vote at general meetings of the Company shall at all times
have the right, by written requisition sent to the Companys registered office in Bermuda at Clarendon House, 2
Church Street, Hamilton, HM11 Bermuda and its principal office in Hong Kong at Suite 1202, 12th Floor, The Lee
Gardens, 33 Hysan Avenue, Causeway Bay, Hong Kong, for the attention of the company secretary of the
Company (Company Secretary), to require a special general meeting (SGM) to be called by the board of
directors of the Company (Board) for the transaction of any business specified in such requisition.
2 The written requisition must state the purposes of the general meeting, signed by the Member(s) concerned and
may consist of several documents in like form, each signed by one or more of those Members.
3 If the requisition is in order, the Company Secretary will ask the Board to convene a SGM by serving sufficient
notice in accordance with the statutory requirements to all the registered Members. On the contrary, if the
requisition is invalid, the Members concerned will be advised of this outcome and accordingly, a SGM will not be
convened as requested.
4 The notice period to be given to all the registered Members for consideration of the proposal raised by the
Member(s) concerned at a SGM varies according to the nature of the proposal, as follows:
at least twenty-one (21) clear days notice in writing if the proposal constitutes a special resolution of the
Company, which cannot be amended other than to a mere clerical amendment to correct a patent error;
and
at least fourteen (14) clear days notice in writing if the proposal constitutes an ordinary resolution of the
Company.
Members who have enquiries about the above procedures or have enquiries to put to the Board may write to the
Company Secretary at Suite 1202, 12th Floor, The Lee Gardens, 33 Hysan Avenue, Causeway Bay, Hong Kong.
Clear Media Limited Annual Report 2015
1 The Company holds an annual general meeting (AGM) every year, and may hold a general meeting known as a
SGM whenever necessary.
2 Member(s) holding (i) not less than 5% of the total voting rights of all Members having the right to vote at the
general meeting of the Company; or (ii) not less than 100 Members, can submit a written request stating the
resolution intended to be moved at the AGM; or a statement of not more than 1,000 words with respect to the
matter referred to in any proposed resolution or the business to be dealt with at a particular general meeting.
3 The written request/statements must be signed by the Member(s) concerned and deposited at the Companys
registered office in Bermuda at Clarendon House, 2 Church Street, Hamilton, HM11 Bermuda and its principal
office in Hong Kong at Suite 1202, 12th Floor, The Lee Gardens, 33 Hysan Avenue, Causeway Bay, Hong Kong, for
the attention of the Company Secretary, not less than six weeks before the AGM in the case of a requisition
requiring notice of a resolution and not less than one week before the general meeting in the case of any other
requisition.
4 If the written request is in order, the Company Secretary will ask the board of directors of the Company (Board)
(i) to include the resolution in the agenda for the AGM; or (ii) to circulate the statement for the general meeting,
provided that the Member(s) concerned have deposited a sum of money reasonably determined by the Board
sufficient to meet the Companys expenses in serving the notice of the resolution and/or circulating the
statement submitted by the Member(s) concerned in accordance with the statutory requirements to all the
registered Members. On the contrary, if the requisition is invalid or the Member(s) concerned have failed to
deposit sufficient money to meet the Companys expenses for the said purposes, the Member(s) concerned will
be advised of this outcome and accordingly, the proposed resolution will not be included in the agenda for the
AGM; or the statement will not be circulated for the general meeting.
Members who have enquiries about the above procedures or have enquiries to put to the Board may write to the
Company Secretary at Suite 1202, 12th Floor, The Lee Gardens, 33 Hysan Avenue, Causeway Bay, Hong Kong.
VOTING RIGHTS
All shares in the Company are ordinary shares. The total number of outstanding shares issued at the date of this
annual report was 541,700,500. All shareholders whose shares are registered in the Companys register of shareholders
on the record date published in the Companys shareholders meeting notice are entitled to vote at the meetings. In
accordance with the Listing Rules, any votes of shareholders at the Companys general meetings are taken by poll.
Results of shareholders meetings are reported to the public via announcements published on the Hong Kong Stock
Exchanges and the Groups websites.
Shareholders who wish to exercise their rights to vote by proxy may do so upon presentation of a written and dated
instrument appointing their proxy. The letter convening each shareholders meeting includes a proxy form which
appoints the Board as proxy for each specific proposal. All shareholders are welcome to ask questions or present
proposals for discussion at these meetings.
CONSTITUTIONAL DOCUMENTS
There is no change in the Companys Bye-laws during the year ended 31 December 2015.
INVESTOR RELATIONS
The Group regards open communication with both existing and potential investors as being vital to its continued
success. To this end, the Group insists on full, honest, equal and timely disclosure of all essential information regarding
its business to the investment community. The Group is committed to transparent communication and is determined
to maintain close ties with the investment community. Our senior management team regularly attends investor
conferences organised by securities houses in Hong Kong, China and overseas.
The Groups corporate website also provides an effective communication platform where the public and investor
community have fast and easy access to up-to-date information regarding the Group.
Investors with queries are encouraged to direct their enquiries to the following:
Jeffrey Yip
Director of Investor Relations and Company Secretary
Suite 1202 The Lee Gardens
33 Hysan Avenue
Causeway Bay
Hong Kong
Telephone: (852) 2235 3977
Fax: (852) 2235 3911
Email: jeffrey.yip@clear-media.net
Clear Media Limited Annual Report 2015
12.00 30,000
11.00
28,000
10.00
26,000
9.00
24,000
8.00
7.00 22,000
15/1 15/2 15/3 15/4 15/5 15/6 15/7 15/8 15/9 15/10 15/11 15/12
Sources: (Bloomberg)
46.2 million shares were traded on the Main Board of the Hong Kong Stock Exchange in 2015. The highest trading
price for the share was HK$10.06 on 2 June 2015 and the lowest was HK$7.10 on 25 August and 17 December 2015.
Clear Media Limited Annual Report 2015
The directors of the Company are pleased to present their report together with the audited financial statements of the
Group for the year ended 31 December 2015.
PRINCIPAL ACTIVITIES
The principal activity of the Company is investment holding. Details of the principal activities of the subsidiaries are
set out in note 1 to the financial statements. There were no significant changes in the nature of the Groups principal
activities during the year.
BUSINESS REVIEW
The business review for the year ended 31 December 2015 is set out in the management discussion and analysis
section from pages 12 to 24.
At the Board meeting held on 3 February 2016, the directors proposed a final dividend of HK16 cents per share (2014:
HK15 cents per share) for the year ended 31 December 2015. This final dividend is equivalent to HK$86,672,080 (2014:
HK$81,255,075) based on the 541,700,500 (2014: 541,700,500) outstanding shares. The proposed final dividend has
been classified as a separate component in equity and it has not been recognised as a liability in the financial
statements. Subject to the approval by the shareholders at the forthcoming annual general meeting, the proposed
dividends will be payable on Wednesday, 13 July 2016 to the shareholders registered on the Register of Members on
Wednesday, 8 June 2016.
The following is a summary of the published consolidated results and of the assets, liabilities and minority interests of
the Group prepared on the basis set out in the note below:
Clear Media Limited Annual Report 2015
Results
Profit attributable to:
Owners of the parent 280,522 240,214 201,008 219,236 187,542
Non-controlling interests 43,053 39,176 34,243 24,544 20,865
Assets and liabilities
Total assets 3,634,781 3,875,511 3,617,047 4,017,026 3,733,576
Total liabilities (832,339) (877,883) (732,323) (639,598) (576,698)
Total equity 2,802,442 2,997,628 2,884,724 3,377,428 3,156,878
RESERVES
Details of movements in the reserves of the Company and the Group during the year are set out in note 31 to the
financial statements and in the consolidated statement of changes in equity, respectively.
DISTRIBUTABLE RESERVES
As at 31 December 2015, the Companys retained earnings and other components of equity available for cash
distribution and/or distribution in specie amounted to HK$974,543,000 (2014: HK$1,258,100,000) of which
HK$86,672,080 (2014: HK$80,609,775) has been proposed as a final dividend for the year. In accordance with the
Bermuda Companies Act 1981, the Companys contributed surplus may be distributed in certain circumstances.
PRE-EMPTIVE RIGHTS
There are no provisions for pre-emptive rights under the Companys Bye-laws or the laws of Bermuda, being the
jurisdiction in which the Company was incorporated, which would oblige the Company to offer new shares on a pro
rata basis to existing shareholders.
CHARITABLE CONTRIBUTIONS
During the year, the Group did not make any charitable contributions (2014: HK$2,519,000).
Clear Media Limited Annual Report 2015
None of the directors, or any of their close associates, or any shareholders (which, to the best knowledge of the
directors, own more than 5% of the Companys issued share capital) had any beneficial interest in the Groups five
largest customers and/or suppliers.
WHA Joint Venture is an indirect 80% owned subsidiary of the Company. Mr. Han Zi Dian, a non-executive director
from April 2001 to October 2012 and the brother of Mr. Han Zi Jing, an executive director of the Company, is able to
exercise influence over the management and day-to-day operations as director and general manager of GWH and
controls the composition of a majority of the board of directors of GWH from his indirect 14.2% interest in GWH. As
such, GWH is an associate of Mr. Han Zi Jing (a director) and Mr. Han Zi Dian (an individual who was then a director
of the Company within the last 12 months), and hence a connected person of the Company under Chapter 14A of
the Listing Rules.
Customers of WHA Joint Venture can be classified into two categories, namely (i) advertisers or end-customers
and (ii) advertising agencies. Under the advertising commission arrangement, GWH, as an advertising agency
engaged by end- customers for planning and implementing advertising campaigns, assists WHA Joint Venture in
procuring advertising sales. In return, WHA Joint Venture pays an advertising commission to GWH for successful
sales.
Clear Media Limited Annual Report 2015
As with the arrangement with other advertising agencies, the value of sales (net of commission) is settled in cash
as and when the end-customers settle the gross sales amounts with GWH, who in turn settles with WHA Joint
Venture.
The initially approved annual caps for the gross value of sales from GWH for the financial years ending on 31
December 2013, 2014 and 2015 were HK$260.0 million, HK$285.0 million and HK$315.0 million, respectively. At
the Special General Meeting held on 16 July 2014, the independent shareholders approved a supplemental
framework agreement dated 30 May 2014 and the annual caps for the gross value of sales from GWH for the
financial years ending on 31 December 2014 and 2015 were revised to HK$374.0 million and HK$404.0 million,
respectively. The total gross value of sales from GWH for 2015 was approximately HK$347.6 million. The initially
approved annual caps for the advertising commission payable to GWH for each of these financial years shall not
exceed HK$21.0 million, HK$23.0 million and HK$25.0 million, respectively. At the same Special General Meeting
held on 16 July 2014, the independent shareholders approved the revised annual caps of HK$30.0 million and
HK$32.5 million, respectively, for the advertising commission payable to GWH for each of 2014 and 2015. The
total advertising commission payable to GWH for 2015 was approximately HK$20.4 million.
On 22 December 2015, WHA Joint Venture entered into a new three-year framework agreement (2015
Framework Agreement) with GWH, Hainan White Horse Media Advertising Co., Ltd (Hainan White Horse Media
Advertising) and White Horse (Shanghai) Investment Company Limited (WHM, and GWH, Hainan White Horse
Media Advertising and White Horse Shanghai Investment, together the Service Providers) for the years 2016,
2017 and 2018 on substantially the same terms as the Framework Agreement, save for the addition of Hainan
White Horse Media Advertising and White Horse Shanghai Investment as signing parties to the Framework
Agreement. The Framework Agreement provides that the Service Providers may, with the consent of the WHA
Joint Venture, assign part or all of the said agreement to an affiliated company or to such other company over
which Mr. Han Zi Dian may exercise influence over the management and day-to-day operations. The assignee(s)
will assume the obligations and rights of the relevant Service Provider(s) under the Framework Agreement and
the applicable annual caps for the transactions under the Framework Agreement will remain unchanged. The
underlying transactions pursuant to the Framework Agreement constitute continuing connected transactions of
the Company under the Listing Rules. At the Special General Meeting held on 28 January 2016, the independent
shareholders approved the Framework Agreement and the annual cap amounts of the transactions under the
Framework Agreement for the years 2016, 2017 and 2018.
The approved annual caps for the gross value of sales from the Service Providers for the financial years ending
on 31 December 2016, 2017 and 2018 are HK$414.0 million, HK$424.5 million and HK$435.0 million, respectively.
The approved annual caps for the advertising commission payable to the Service Providers for each of these
financial years are HK$33.0 million, HK$34.0 million and HK$35.0 million, respectively.
Clear Media Limited Annual Report 2015
On 28 January 2014, the Board resolved that WHA Joint Venture shall enter into a new creative services
agreement with GWH to renew the terms under the previous creative services agreement entered into on 3
March 2011. The terms of such new creative services agreement are substantially the same as the terms under
the previous creative services agreement entered into on 3 March 2011, and it has a fixed term of three years
which took effect on 1 January 2014 and will expire on 31 December 2016. These transactions were entered into
on terms no less favourable than those available to or from independent third parties. The annual cap for the
consideration for each of the financial years ending on 31 December 2014, 2015 and 2016 will be no more than
RMB3,000,000. The total consideration for 2015 was approximately RMB2,830,000 (equivalent to approximately
HK$3,489,000).
(c) On 20 April 2007, WHA Joint Venture entered into maintenance services agreements with various branches of
White Horse Holding Company Limited (White Horse Holding) for a fixed term until 31 December 2008 and
such agreements were subsequently renewed until 31 December 2012.
Following a capital injection exercise into White Horse Holding in November 2009, Mr. Han Zi Dian became
interested in more than 50% of the voting power of White Horse Holding. Mr. Han Zi Dian was a non-executive
director of the Company from April 2001 to October 2012 and is the brother of Mr. Han Zi Jing, an executive
director of the Company. As such, White Horse Holding has been an associate of a director since November 2009,
and hence a connected person of the Company under Chapter 14A of the Listing Rules. It follows that all the
transactions between the Group and White Horse Holding thereafter constitute continuing connected
transactions under Chapter 14A of the Listing Rules.
The Board resolved to enter into a framework maintenance services agreement (the Framework Maintenance
Services Agreement) on 24 January 2013 with White Horse Holding in place of the maintenance service
arrangements between WHA Joint Venture and White Horse Holding. Pursuant to the Framework Maintenance
Services Agreement, White Horse Holding will provide cleaning, maintenance and related services to the bus
shelters of WHA Joint Venture through its branches. Under the Framework Maintenance Services Agreement, the
maintenance fees would be settled by WHA Joint Venture on a monthly basis before the tenth day of every
month.
On 28 January 2014, the Board resolved that WHA Joint Venture shall enter into a new maintenance services
agreement with White Horse Holding to renew the terms under the Framework Maintenance Services
Agreement. The terms of such maintenance services agreement are substantially the same as the terms under
the Framework Maintenance Services Agreement, and it has a fixed term of three years which took effect on 1
January 2014 and will expire on 31 December 2016. The annual caps for the consideration for each of the
financial years ending on 31 December 2014, 2015 and 2016 will not exceed HK$55,000,000, HK$60,000,000 and
HK$65,000,000, respectively. For the year ended 31 December 2015, the maintenance fee paid or payable by
WHA Joint Venture for the services provided by White Horse Holding was HK$38,885,000.
Clear Media Limited Annual Report 2015
2. CONNECTED TRANSACTIONS
During the year, WHA Joint Venture entered into certain arrangements with Beijing YiHong Media Company
Limited (BYH) and a third party company whereby BYH agreed to act as agent and represent WHA Joint
Venture to rent certain shelters from the third party company for the display of WHA Joint Venture advertising
campaign and provide advertising display and other services to WHA Joint Venture. BYH is a subsidiary of WHM
and also a related party of the Company because Mr. Han Zi Dian is the brother of MR. Han Zi Jing, an executive
director of the Company, and Mr. Han Zi Dian is able to influence over the management and day-to-day
operations of WHM. In the opinion of the directors, these transaction were entered into on terms similar to those
available from independent third parties. The total consideration for 2015 was HK$723,000 (2014: Nil).
The independent non-executive directors confirmed that all the connected transactions:
(a) had been entered into, and the agreements governing those transactions were entered into, by the Group in the
ordinary and usual course of business;
(b) had been conducted either (i) on normal commercial terms (which expression shall be applied by reference to
transactions of a similar nature and to be made by similar entities); or (ii) if there are not sufficient comparable
transactions to judge whether they are on normal commercial terms, on terms no less favourable than terms
available to or from independent third parties, as appropriate; and
(c) had been entered into either (i) in accordance with the relevant agreements governing them on terms that are
fair and reasonable and in the interests of the Groups shareholders as a whole; or (ii) (where there are no such
agreements) on terms no less favourable than those available to or from independent third parties, as
appropriate.
Ernst & Young, the Companys auditor, was engaged to report on the Groups continuing connected transactions in
accordance with Hong Kong Standard on Assurance Engagements 3000 Assurance Engagements Other Than Audits or
Reviews of Historical Financial Information and with reference to Practice Note 740 Auditors Letter on Continuing
Connected Transactions under the Hong Kong Listing Rules issued by the Hong Kong Institute of Certified Public
Accountants. Ernst & Young has issued their unqualified letter containing their findings and conclusions in respect of
the continuing connected transactions disclosed above by the Group in accordance with Rule 14A.56 of the Listing
Rules.
(a) the transactions have received the approval of the board of directors;
(b) the transactions were, in all material respects, in accordance with the pricing policies of the Company;
(c) the transactions were entered into, in all material respects, in accordance with the relevant agreements
governing those transactions; and
(d) the transactions have not exceeded the caps set out in the respective paragraphs above.
Clear Media Limited Annual Report 2015
DIRECTORS
The directors of the Company during the year and up to the date of this report were:
Executive Directors:
Joseph Tcheng (appointed with effect from 1 January 2016)
Mark Thewlis (relinquished his position with effect from 1 January 2016)
Han Zi Jing
Teo Hong Kiong
Zhang Huai Jun
Non-Executive Directors:
William Eccleshare
Peter Cosgrove
Zhu Jia
Cormac OShea
Alternate Directors:
Zou Nan Feng (alternate director to Zhang Huai Jun)
In accordance with clause 87 of the Companys Bye-laws and board resolution, one-third of the directors will retire by
rotation and, if eligible, will offer themselves for re-election at the forthcoming annual general meeting. The directors
of the Company, including the independent non-executive directors, the Chairman and the Chief Executive Officer are
subject to retirement by rotation and re-election in accordance with the provisions of the Companys Bye-laws at each
annual general meeting.
Apart from the foregoing, no director proposed for re-election at the forthcoming annual general meeting has a
service contract with the Company which is not determinable by the Company within one year without payment of
compensation, other than statutory compensation.
DIRECTORS REMUNERATION
The directors fees are subject to shareholders approval at general meetings. Other emoluments are determined by
the Companys board of directors with reference to directors duties, responsibilities and performance and the results
of the Group.
DIRECTORS AND CHIEF EXECUTIVES INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES
As at 31 December 2015, the interests and short positions of the directors, the Chief Executive or their associates in
the share capital of the Company or its associated corporations (within the meaning of Part XV of the Securities and
Futures Ordinance (the SFO)), as recorded in the register required to be kept by the Company pursuant to Section
352 of the SFO, or as otherwise notified to the Company and the Hong Kong Stock Exchange pursuant to the Model
Code, were as follows:
Notes: The 250,000 shares are held by Media General Superannuation Fund of which Mr. Cosgrove is the sole beneficiary.
The 6,600,000 shares are held by Outdoor Media China, Inc. (OMC), a company incorporated in Western Samoa of Offshore Chambers.
As at 31 December 2015, Mr. Han Zi Jing held approximately 94.5% of the issued share capital of Golden Profits Consultants Limited,
which is the beneficial holder of 100% of the shares in OMC. The effective interest of Mr. Han in OMC is therefore 94.5%.
The interests of the directors in the share options of the Company are separately disclosed on pages 57 to 60.
Clear Media Limited Annual Report 2015
DIRECTORS AND CHIEF EXECUTIVES INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES
(continued)
B. Long Positions in the Shares of Clear Channel Outdoor Holdings, Inc. as at 31 December 2015:
Clear Channel Outdoor Holdings, Inc. (Note 1)
1. Clear Channel Outdoor Holdings, Inc. is an indirect holding company of the Company.
C. Right to Acquire Shares in Clear Channel Outdoor Holdings, Inc. as at at 31 December 2015:
* With effect from 1 January 2016, Mr. Mark Thewlis relinquished his position as an executive director.
Clear Media Limited Annual Report 2015
DIRECTORS AND CHIEF EXECUTIVES INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES
(continued)
C. Right to Acquire Shares in Clear Channel Outdoor Holdings, Inc. as at 31 December 2015: (continued)
1. Clear Channel Outdoor Holdings, Inc. is an indirect holding company of the Company.
Save as disclosed above, none of the directors nor the chief executive had registered an interest or short position in
the shares, underlying shares of the Company or any of its associated corporations that was required to be recorded
pursuant to Section 352 of the SFO, or as otherwise notified to the Company and the Hong Kong Stock Exchange
pursuant to the Model Code.
Clear Media Limited Annual Report 2015
At the annual general meeting of the Company on 13 May 2009, an ordinary resolution was passed to approve and
adopt a new share option scheme (the New Scheme). The purpose of the New Scheme is to enable the Company to
grant options to eligible participants of the Company or any subsidiaries of the Company, as determined by the board
of directors in recognition of their contributions to the Group. Under the New Scheme, the directors may, at their
discretion, offer to grant options to any employees, directors or consultants of any company in the Group. The New
Scheme became effective on 19 May 2009 and, unless otherwise cancelled or amended, will remain in force for 10
years from that date.
The total number of shares which may be issued upon exercise of all options to be granted under the New Scheme
shall be subject to a maximum limit of 10% of the shares in issue as at 13 May 2009 (excluding shares which may be
issued upon exercise of options granted under the Old Scheme, whether such options are exercised, outstanding,
cancelled or lapsed), unless the Company obtains an approval from shareholders in a general meeting to refresh such
10% limit in accordance with the Listing Rules. Options lapsed in accordance with the terms of the New Scheme will
not be counted for the purpose of calculating such 10% limit. The limit on the number of shares which may be issued
upon exercise of all outstanding options granted and yet to be exercised under the New Scheme and any other share
option schemes of the Company and/or any of its subsidiaries must not exceed 30% of the shares of the Company in
issue from time to time, and no options may be granted under the New Scheme or any other share option schemes of
the Company and/or any of its subsidiaries if that will result in such 30% limit being exceeded.
Clear Media Limited Annual Report 2015
An option may be exercised in accordance with the respective terms of the New Scheme or Old Scheme at any time
during the option period. The option period was determined by the board of directors and communicated to each
grantee. The board of directors may provide restrictions on the period during which the options may be exercised.
There are no performance targets which must be achieved before any of the options can be exercised except for the
share options granted on 29 June 2007. Share options granted on 29 June 2007 (the 2007 Options) would not
become vested unless the Company achieved an average annual earnings per share growth of 5% each year in the
first three full financial years after the grant date. As the vesting condition was not met, the share option expenses of
the 2007 Options recognised amounting to HK$20 million were reversed in 2010.
The subscription price for the Companys shares under the New Scheme and the Old Scheme was a price determined
by the board of directors and notified to each grantee. The subscription price was the highest of: (i) the nominal value
of a share; (ii) the closing price of the shares as stated in the Hong Kong Stock Exchanges daily quotation sheet on the
date of grant, which must be a business day; and (iii) the average closing price of the shares as stated in the Hong
Kong Stock Exchanges daily quotation sheets for the five business days immediately preceding the date of grant. An
option shall be deemed to have been granted and accepted by an eligible participant (as defined in the respective
schemes) and to have taken effect when the acceptance form as described in the respective schemes is completed,
signed and returned by the grantee with a remittance in favour of the Company of HK$1.00 by way of consideration
for the grant.
On 10 June 2015, 5,000,000 share options were granted to certain eligible participants under the New Scheme. Such
eligible participants included three Executive Directors and one alternate Director. The terms of such grant are set out
from pages 59 to 60.
As at 31 December 2015, the aggregate number of shares issuable under share options granted under the New
Scheme was 5,000,000, which represented approximately 0.92% of the Companys shares in issue as at that date. The
exercise in full of the outstanding share options would, under the present capital structure of the Company, result in
the issue of 5,000,000 additional ordinary shares of HK$0.10 each in the Company and proceeds, before relevant share
issue expenses, of approximately HK$47,700,000.
The maximum number of shares issuable under share options which may be granted to each eligible participant under
the New Scheme within any 12-month period up to the date of the latest grant is limited to 1% of the shares of the
Company in issue at any time. Any further grant of share options in excess of this limit is subject to shareholders
approval in a general meeting.
Clear Media Limited Annual Report 2015
Director
Han Zi Jing The New Scheme 332 (332) 20/05/2009 21/05/2013 to 2.73 2.73 9.77 9.84
20/05/2016
The New Scheme 866,668 (866,668) 20/05/2009 21/05/2014 to 2.73 2.73 9.77 9.84
20/05/2016
The New Scheme 333,333 333,333 10/06/2015 11/06/2018 to 9.54 9.52
10/06/2022
The New Scheme 333,333 333,333 10/06/2015 11/06/2019 to 9.54 9.52
10/06/2022
The New Scheme 333,334 333,334 10/06/2015 11/06/2020 to 9.54 9.52
10/06/2022
867,000 1,000,000 (867,000) 1,000,000
Teo Hong Kiong The New Scheme 250,000 (250,000) 20/05/2009 21/05/2013 to 2.73 2.73 8.25 8.24
20/05/2016
The New Scheme 500,000 (500,000) 20/05/2009 21/05/2014 to 2.73 2.73 8.25 8.24
20/05/2016
The New Scheme 166,666 166,666 10/06/2015 11/06/2018 to 9.54 9.52
10/06/2022
The New Scheme 166,666 166,666 10/06/2015 11/06/2019 to 9.54 9.52
10/06/2022
The New Scheme 166,668 166,668 10/06/2015 11/06/2020 to 9.54 9.52
10/06/2022
750,000 500,000 (750,000) 500,000
Zhang Huai Jun The New Scheme 666 (666) 20/05/2009 21/05/2013 to 2.73 2.73 9.77 9.84
20/05/2016
The New Scheme 533,334 (533,334) 20/05/2009 21/05/2014 to 2.73 2.73 9.77 9.84
20/05/2016
The New Scheme 166,666 166,666 10/06/2015 11/06/2018 to 9.54 9.52
10/06/2022
The New Scheme 166,666 166,666 10/06/2015 11/06/2019 to 9.54 9.52
10/06/2022
The New Scheme 166,668 166,668 10/06/2015 11/06/2020 to 9.54 9.52
10/06/2022
534,000 500,000 (534,000) 500,000
Zou Nan Feng The New Scheme 400,000 (400,000) 20/05/2009 21/05/2014 to 2.73 2.73 9.77 9.84
20/05/2016
The New Scheme 100,000 100,000 10/06/2015 11/06/2018 to 9.54 9.52
10/06/2022
The New Scheme 100,000 100,000 10/06/2015 11/06/2019 to 9.54 9.52
10/06/2022
The New Scheme 100,000 100,000 10/06/2015 11/06/2020 to 9.54 9.52
10/06/2022
400,000 300,000 (400,000) 300,000
Clear Media Limited Annual Report 2015
Others
Member of senior The New Scheme 1,000 (1,000) 20/05/2009 21/05/2013 to 2.73 2.73 9.19 9.21
management and 20/05/2016
other employees of The New Scheme 1,750,000 (1,750,000) 20/05/2009 21/05/2014 to 2.73 2.73 9.19 9.21
the Group 20/05/2016
The New Scheme 899,994 899,994 10/06/2015 11/06/2018 to 9.54 9.52
10/06/2022
The New Scheme 899,994 899,994 10/06/2015 11/06/2019 to 9.54 9.52
10/06/2022
The New Scheme 900,012 900,012 10/06/2015 11/06/2020 to 9.54 9.52
10/06/2022
1,751,000 2,700,000 (1,751,000) 2,700,000
In aggregate The New Scheme 251,998 (251,998) 20/05/2009 21/05/2013 to 2.73 2.73 9.27 9.30
20/05/2016
The New Scheme 4,050,002 (4,050,002) 20/05/2009 21/05/2014 to 2.73 2.73 9.27 9.30
20/05/2016
The New Scheme 1,666,659 1,666,659 10/06/2015 11/06/2018 to 9.54 9.52
10/06/2022
The New Scheme 1,666,659 1,666,659 10/06/2015 11/06/2019 to 9.54 9.52
10/06/2022
The New Scheme 1,666,682 1,666,682 10/06/2015 11/06/2020 to 9.54 9.52
10/06/2022
4,302,000 5,000,000 (4,302,000) 5,000,000
* The vesting period of the share options is from the date of grant until the commencement of the exercise period.
** The exercise price of the share options is subject to adjustment in the case of rights or bonus issues, or other similar changes in the Companys
share capital.
*** The price of the Companys shares disclosed as at the date of the grant of the share options is the Hong Kong Stock Exchange closing price on
the trading day immediately prior to the date of the grant of the options. The price of the Companys shares disclosed as at the date of the
exercise of the share options is the weighted average of the Hong Kong Stock Exchange closing prices over all of the exercises of options within
the disclosure line.
On 10 June 2015, 5,000,000 share options were granted to certain eligible participants under the New Scheme. Such
eligible participants included three Executive Directors and one alternate Director.
Apart from the foregoing, at no time during the year ended 31 December 2015 was the Company, or any of its
subsidiaries, a party to any arrangement to enable the directors or any of their respective spouses or minor children to
acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.
Clear Media Limited Annual Report 2015
SUBSTANTIAL SHAREHOLDERS AND OTHER PERSONS INTERESTS AND SHORT POSITIONS IN SHARES AND
UNDERLYING SHARES
As at 31 December 2015, the following interests and short positions of 5% or more in the issued share capital and
share options of the Company were recorded in the register of interests required to be kept by the Company pursuant
to Section 336 of the SFO:
Long Positions
Percentage of
the Companys
Number of issued share
Name Note shares held capital
Notes:
1. As at 31 December 2015, Clear Channel KNR Neth Antilles NV was an indirect wholly owned subsidiary of Clear Channel Outdoor Holdings, Inc.
iHeartMedia, Inc. owns approximately 90% of the outstanding equity of Clear Channel Outdoor Holdings, Inc. Approximately 67% of the
outstanding voting equity of iHeartMedia Inc., was indirectly held jointly by Bain Capital Investors, LLC and Thomas H Lee Advisors LLC.
2. International Value Advisers, LLC notified the Hong Kong Stock Exchange that as at 13 December 2012, 105,683,770 shares of the Company were
held by it. Subsequent to 31 December 2015, International Value Advisers, LLC notified the Hong Kong Stock Exchange that as at 29 January
2016, 102, 298, 770 shares of the Company were held by it.
Save as disclosed above, as at 31 December 2015, no person or corporation, other than the directors and Chief
Executive of the Company, whose interests are set out in the section Directors and Chief Executives Interests and
Short Positions in the Shares and Underlying Shares above, had registered an interest of short position in the shares
or underlying shares of the Company that was required to be recorded pursuant to Section 336 of the SFO.
AUDITORS
A resolution for the reappointment of Ernst & Young as auditors of the Company will be proposed at the forthcoming
annual general meeting.
Hong Kong
3 February 2016
Clear Media Limited Annual Report 2015
We have audited the consolidated financial statements of Clear Media Limited (the Company) and its subsidiaries set
out on pages 65 to 120, which comprise the consolidated statement of financial position as at 31 December 2015, and
the consolidated statement of profit or loss, the consolidated statement of comprehensive income, the consolidated
statement of changes in equity and the consolidated statement of cash flows for the year then ended, and a summary
of significant accounting policies and other explanatory information.
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. Our report is
made solely to you, as a body, in accordance with section 90 of the Bermuda Companies Act 1981, and for no other
purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.
We conducted our audit in accordance with Hong Kong Standards on Auditing issued by the Hong Kong Institute of
Certified Public Accountants. Those standards require that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
consolidated financial statements. The procedures selected depend on the auditors judgement, including the
assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or
error. In making those risk assessments, the auditors consider internal control relevant to the entitys preparation of
consolidated financial statements that give a true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys
internal control. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the
consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Clear Media Limited Annual Report 2015
OPINION
In our opinion, the consolidated financial statements give a true and fair view of the financial position of the Company
and its subsidiaries as at 31 December 2015, and of their financial performance and cash flows for the year then ended
in accordance with Hong Kong Financial Reporting Standards and have been properly prepared in compliance with
the disclosure requirements of the Hong Kong Companies Ordinance.
2015 2014
Notes HK$000 HK$000
Details of the dividend proposed for the year are disclosed in note 12 to the financial statements.
Clear Media Limited Annual Report 2015
2015 2014
HK$000 HK$000
2015 2014
Notes HK$000 HK$000
NON-CURRENT ASSETS
Property, plant and equipment 14 60,767 26,488
Concession rights 15 1,857,462 1,867,726
Long-term prepayments, deposits and other receivables 16 88,760 94,176
Total non-current assets 2,006,989 1,988,390
CURRENT ASSETS
Trade receivables 17 687,157 631,882
Prepayments, deposits and other receivables 18 143,029 115,463
Due from related parties 19 106,754 88,575
Pledged deposits and restricted cash 20 1,530 1,597
Cash and cash equivalents 20 689,322 1,049,604
Total current assets 1,627,792 1,887,121
CURRENT LIABILITIES
Other payables and accruals 645,741 731,143
Deferred income 3,581 5,087
Tax payable 78,108 36,412
Total current liabilities 727,430 772,642
NET CURRENT ASSETS 900,362 1,114,479
TOTAL ASSETS LESS CURRENT LIABILITIES 2,907,351 3,102,869
NON-CURRENT LIABILITIES
Deferred tax liabilities 21 104,909 105,241
Total non-current liabilities 104,909 105,241
Net assets 2,802,442 2,997,628
EQUITY
Equity attributable to owners of the parent
Share capital 22 54,170 53,740
Other reserves 24 2,633,493 2,862,497
2,687,663 2,916,237
Non-controlling interests 114,779 81,391
Total equity 2,802,442 2,997,628
As at 1 January 2014 53,646 825,752 8,608 271,657 733,901 933,318 2,826,882 57,842 2,884,724
Profit for the year 240,214 240,214 39,176 279,390
Other comprehensive income/(loss) (73,397) (73,397) 1,140 (72,257)
Total comprehensive income/(loss)
for the year (73,397) 240,214 166,817 40,316 207,133
Share options exercised 94 3,865 (1,393) 2,566 2,566
Equity-settled share option arrangements 470 470 470
Dividends paid to a non-controlling
shareholder (16,767) (16,767)
Final 2013 dividend paid (80,498) (80,498) (80,498)
At 31 December 2014 53,740 829,617 7,685 191,159 660,504 1,173,532 2,916,237 81,391 2,997,628
As at 1 January 2015 53,740 829,617 7,685 191,159 660,504 1,173,532 2,916,237 81,391 2,997,628
Profit for the year 280,522 280,522 43,053 323,575
Other comprehensive income/(loss) (138,452) (138,452) 1,960 (136,492)
Total comprehensive income/(loss)
for the year (138,452) 280,522 142,070 45,013 187,083
Share options exercised 430 17,689 (6,375) 11,744 11,744
Equity-settled share option arrangements 2,219 2,219 2,219
Dividends paid/payable to
a non-controlling shareholder (11,625) (11,625)
Final 2014 dividend paid (81,255) (81,255) (81,255)
2014 special dividend paid (258,312) (45,040) (303,352) (303,352)
At 31 December 2015 54,170 847,306 3,529 (67,153) 522,052 1,327,759 2,687,663 114,779 2,802,442
Clear Media Limited Annual Report 2015
2015 2014
Notes HK$000 HK$000
2015 2014
HK$000 HK$000
The principal activity of the Company is investment holding. Details of the principal activities of the Companys
subsidiaries are set out below. There were no significant changes in the nature of the subsidiaries principal
activities during the year.
In the opinion of the directors, the parent and the ultimate holding company of the Company is iHeart Media,
Inc. which is incorporated in the United States of America.
Nominal value of
Place of issued and Percentage of equity
incorporation/ fully paid-up attributable
registration and share/registered to the Company Principal
Name business capital Direct Indirect activities
* Not audited by Ernst & Young, Hong Kong or another member firm of the Ernst & Young global network
#
The Peoples Republic of China excluding, for the purpose of these financial statements, Hong Kong, Macau and Taiwan.
WHA Joint Venture was established in the PRC on 24 March 1998 as a Sino-foreign equity joint venture with a
tenure of 30 years. On 4 April 2001, WHA Joint Venture changed its legal structure from a Sino-foreign equity
joint venture to a Sinoforeign co-operative joint venture. At the same time, the registered capital of WHA Joint
Venture increased from HK$100,000,000 to US$60,000,000 with Hainan White Horse Advertising Co., Ltd (Hainan
White Horse) and China Outdoor Media (HK) sharing 20% and 80% of interests, respectively.
Clear Media Limited Annual Report 2015
Basis of consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiaries
(collectively referred to as the Group) for the year ended 31 December 2015. A subsidiary is an entity (including
a structured entity), directly or indirectly, controlled by the Company. Control is achieved when the Group is
exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect
those returns through its power over the investee (i.e., existing rights that give the Group the current ability to
direct the relevant activities of the investee).
When the Company has, directly or indirectly, less than a majority of the voting or similar rights of an investee,
the Group considers all relevant facts and circumstances in assessing whether it has power over an investee,
including:
(a) the contractual arrangement with the other vote holders of the investee;
The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using
consistent accounting policies. The results of subsidiaries are consolidated from the date on which the Group
obtains control, and continue to be consolidated until the date that such control ceases.
Profit or loss and each component of other comprehensive income are attributed to the owners of the parent of
the Group and to the non-controlling interests, even if this results in the non-controlling interests having a
deficit balance. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to
transactions between members of the Group are eliminated in full on consolidation.
Clear Media Limited Annual Report 2015
Other than as explained below regarding the impact of (state the applicable standards), the adoption of the
above revised standards has had no significant financial effect on these financial statements.
(a) Amendments to HKAS 19 apply to contributions from employees or third parties to defined benefit plans.
The amendments simplify the accounting for contributions that are independent of the number of years of
employee service, for example, employee contributions that are calculated according to a fixed percentage
of salary. If the amount of the contributions is independent of the number of years of service, an entity is
permitted to recognise such contributions as a reduction of service cost in the period in which the related
service is rendered. The amendments have had no impact on the Group as the Group does not have
defined benefit plans.
(b) The Annual Improvements to HKFRSs 20102012 Cycle issued in January 2014 sets out amendments to a
number of HKFRSs. Details of the amendments that are effective for the current year are as follows:
HKFRS 8 Operating Segments: Clarifies that an entity must disclose the judgements made by
management in applying the aggregation criteria in HKFRS 8, including a brief description of
operating segments that have been aggregated and the economic characteristics used to assess
whether the segments are similar. The amendments also clarify that a reconciliation of segment
assets to total assets is only required to be disclosed if the reconciliation is reported to the chief
operating decision maker. The amendments have had no impact on the Group.
HKAS 16 Property, Plant and Equipment and HKAS 38 Intangible Assets: Clarifies the treatment of gross
carrying amount and accumulated depreciation or amortisation of revalued items of property, plant
and equipment and intangible assets. The amendments have had no impact on the Group as the
Group does not apply the revaluation model for the measurement of these assets.
HKAS 24 Related Party Disclosures: Clarifies that a management entity (i.e., an entity that provides key
management personnel services) is a related party subject to related party disclosure requirements.
In addition, an entity that uses a management entity is required to disclose the expenses incurred for
management services. The amendment has had no impact on the Group as the Group does not
receive any management services from other entities.
Clear Media Limited Annual Report 2015
HKFRS 13 Fair Value Measurement: Clarifies that the portfolio exception in HKFRS 13 can be applied
not only to financial assets and financial liabilities, but also to other contracts within the scope of
HKFRS 9 or HKAS 39 as applicable. The amendment is applied prospectively from the beginning of
the annual period in which HKFRS 13 was initially applied. The amendment has had no impact on the
Group as the Group does not apply the portfolio exception in HKFRS 13.
In addition, the Company has adopted the amendments to the Listing Rules issued by the Hong Kong Stock
Exchange relating to the disclosure of financial information with reference to the Hong Kong Companies
Ordinance (Cap. 622) during the current financial year. The main impact to the financial statements is on the
presentation and disclosure of certain information in the financial statements.
2.3 ISSUED BUT NOT YET EFFECTIVE HONG KONG FINANCIAL REPORTING STANDARDS
The Group has not applied the following new and revised HKFRSs, that have been issued but are not yet
effective, in these financial statements.
1
Effective for annual periods beginning on or after 1 January 2016
2
Effective for annual periods beginning on or after 1 January 2018
3
Effective for an entity that first adopts HKFRSs for its annual financial statements beginning on or after 1 January 2016 and therefore is
not applicable to the Group
Clear Media Limited Annual Report 2015
2.3 ISSUED BUT NOT YET EFFECTIVE HONG KONG FINANCIAL REPORTING STANDARDS (continued)
Further information about those HKFRSs that are expected to be applicable to the Group is as follows:
In September 2014, the HKICPA issued the final version of HKFRS 9, bringing together all phases of the financial
instruments project to replace HKAS 39 and all previous versions of HKFRS 9. The standard introduces new
requirements for classification and measurement, impairment and hedge accounting. The Group expects to
adopt HKFRS 9 from 1 January 2018. During 2015, the Group performed a high-level assessment of the impact of
the adoption of HKFRS 9. This preliminary assessment is based on currently available information and may be
subject to changes arising from further detailed analyses or additional reasonable and supportable information
being made available to the Group in the future. The expected impacts arising from the adoption of HKFRS 9 are
summarised as follows:
(b) Impairment
HKFRS 9 requires an impairment on debt instruments recorded at amortised cost or at fair value through
other comprehensive income, lease receivables, loan commitments and financial guarantee contracts that
are not accounted for at fair value through profit or loss under HKFRS 9, to be recorded based on an
expected credit loss model either on a twelve-month basis or a lifetime basis. The Group expects to apply
the simplified approach and record lifetime expected losses that are estimated based on the present value
of all cash shortfalls over the remaining life of all of its trade and other receivables. The Group will perform
a more detailed analysis which considers all reasonable and supportable information, including forward-
looking elements, for estimation of expected credit losses on its trade and other receivables upon the
adoption of HKFRS 9.
The amendments to HKFRS 10 and HKAS 28 (2011) address an inconsistency between the requirements in HKFRS
10 and in HKAS 28 (2011) in dealing with the sale or contribution of assets between an investor and its associate
or joint venture. The amendments require a full recognition of a gain or loss when the sale or contribution of
assets between an investor and its associate or joint venture constitutes a business. For a transaction involving
assets that do not constitute a business, a gain or loss resulting from the transaction is recognised in the
investors profit or loss only to the extent of the unrelated investors interest in that associate or joint venture.
The amendments are to be applied prospectively.
The amendments to HKFRS 11 require that an acquirer of an interest in a joint operation in which the activity of
the joint operation constitutes a business must apply the relevant principles for business combinations in HKFRS
3. The amendments also clarify that a previously held interest in a joint operation is not remeasured on the
acquisition of an additional interest in the same joint operation while joint control is retained. In addition, a
scope exclusion has been added to HKFRS 11 to specify that the amendments do not apply when the parties
sharing joint control, including the reporting entity, are under common control of the same ultimate controlling
party. The amendments apply to both the acquisition of the initial interest in a joint operation and the
acquisition of any additional interests in the same joint operation. The amendments are not expected to have
any impact on the financial position or performance of the Group upon adoption on 1 January 2016.
Clear Media Limited Annual Report 2015
2.3 ISSUED BUT NOT YET EFFECTIVE HONG KONG FINANCIAL REPORTING STANDARDS (continued)
HKFRS 15 establishes a new five-step model to account for revenue arising from contracts with customers. Under
HKFRS 15, revenue is recognised at an amount that reflects the consideration to which an entity expects to be
entitled in exchange for transferring goods or services to a customer. The principles in HKFRS 15 provide a more
structured approach for measuring and recognising revenue. The standard also introduces extensive qualitative
and quantitative disclosure requirements, including disaggregation of total revenue, information about
performance obligations, changes in contract asset and liability account balances between periods and key
judgements and estimates. The standard will supersede all current revenue recognition requirements under
HKFRSs. In September 2015, the HKICPA issued an amendment to HKFRS 15 regarding a one-year deferral of the
mandatory effective date of HKFRS 15 to 1 January 2018. The Group expects to adopt HKFRS 15 on 1 January
2018 and is currently assessing the impact of HKFRS upon adoption.
Amendments to HKAS 1 include narrow-focus improvements in respect of the presentation and disclosure in
financial statements. The amendments clarify:
(ii) that specific line items in the statement of profit or loss and the statement of financial position may be
disaggregated;
(iii) that entities have flexibility as to the order in which they present the notes to financial statements; and
(iv) that the share of other comprehensive income of associates and joint ventures accounted for using the
equity method must be presented in aggregate as a single line item, and classified between those items
that will or will not be subsequently reclassified to profit or loss.
Furthermore, the amendments clarify the requirements that apply when additional subtotals are presented in
the statement of financial position and the statement of profit or loss. The Group expects to adopt the
amendments from 1 January 2016. The amendments are not expected to have any significant impact on the
Groups financial statements.
Amendments to HKAS 16 and HKAS 38 clarify the principle in HKAS 16 and HKAS 38 that revenue reflects a
pattern of economic benefits that are generated from operating a business (of which the asset is part) rather
than the economic benefits that are consumed through the use of the asset. As a result, a revenue-based
method cannot be used to depreciate property, plant and equipment and may only be used in very limited
circumstances to amortise intangible assets. The amendments are to be applied prospectively. The amendments
are not expected to have any impact on the financial position or performance of the Group upon adoption on 1
January 2016 as the Group has not used a revenue-based method for the calculation of depreciation of its non-
current assets.
Clear Media Limited Annual Report 2015
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are
available to measure fair value, maximising the use of relevant observable inputs and minimising the use of
unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised
within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair
value measurement as a whole:
Level 1 based on quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 based on valuation techniques for which the lowest level input that is significant to the fair value
measurement is observable, either directly or indirectly
Level 3 based on valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group
determines whether transfers have occurred between levels in the hierarchy by reassessing categorisation
(based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each
reporting period.
An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount. In
assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the
asset. An impairment loss is charged to the statement of profit or loss in the period in which it arises in those
expense categories consistent with the function of the impaired asset.
Clear Media Limited Annual Report 2015
Related Parties
A party is considered to be related to the Group if:
(a) the party is a person or a close member of that persons family and that person
(iii) is a member of the key management personnel of the Group or of a parent of the Group;
or
(b) the party is an entity where any of the following conditions applies:
(i) the entity and the Group are members of the same group;
(ii) one entity is an associate or joint venture of the other entity (or of a parent, subsidiary or fellow
subsidiary of the other entity);
(iii) the entity and the Group are joint ventures of the same third party;
(iv) one entity is a joint venture of a third entity and the other entity is an associate of the third entity;
(v) the entity is a post-employment benefit plan for the benefit of employees of either the Group or an
entity related to the Group;
(vii) a person identified in (a)(i) has significant influence over the entity or is a member of the key
management personnel of the entity (or of a parent of the entity); and
(viii) the entity, or any member of a group of which it is a part, provides key management personnel
services to the Group or to the parent of the Group.
Clear Media Limited Annual Report 2015
Expenditure incurred after items of property, plant and equipment have been put into operation, such as repairs
and maintenance, is normally charged to the statement of profit or loss in the period in which it is incurred. In
situations where the recognition criteria are satisfied, the expenditure for a major inspection is capitalised in the
carrying amount of the asset as a replacement. Where significant parts of property, plant and equipment are
required to be replaced at intervals, the Group recognises such parts as individual assets with specific useful
lives and depreciates them accordingly.
Depreciation is calculated on the straight-line basis to write off the cost of each item of property, plant and
equipment to its residual value over its estimated useful life. The principal annual rates used for this purpose are
as follows:
Where parts of an item of property, plant and equipment have different useful lives, the cost of that item is
allocated on a reasonable basis among the parts and each part is depreciated separately. Residual values, useful
lives and depreciation methods are reviewed, and adjusted if appropriate, at least at each financial year end.
An item of property, plant and equipment and any significant part initially recognised is derecognised upon
disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on disposal
or retirement recognised in the statement of profit or loss in the year the asset is derecognised is the difference
between the net sales proceeds and the carrying amount of the relevant asset.
Construction in progress represents bus shelters under construction, which is stated at cost less any impairment
losses, and is not depreciated. Cost comprises the direct costs of construction and capitalised borrowing costs
on related borrowed funds during the period of construction. Construction in progress is reclassified to
concession rights when completed and ready for use.
Concession Rights
Concession rights represent the cost of acquiring operating rights for the placement of advertisements on bus
shelters, unipoles and bus bodies in the Peoples Republic of China (the PRC). Concession rights are stated at
cost less accumulated amortisation and amortised using the straight-line and individual basis over the period of
the rights, which ranges from 5 to 15 years.
In addition, expenditure incurred on the construction of bus shelters is capitalised only when the Group can
demonstrate that it is probable the future economic benefits will flow to the Group and the cost can be
measured reliably. Capitalised construction costs are stated at cost less any impairment losses and are amortised
using the straight-line basis over the estimated useful lives.
Clear Media Limited Annual Report 2015
All regular way purchases and sales of financial assets are recognised on the trade date, that is, the date that the
Group commits to purchase or sell the asset. Regular way purchases or sales are purchases or sales of financial
assets that require delivery of assets within the period generally established by regulation or convention in the
marketplace.
Subsequent Measurement
The subsequent measurement of financial assets depends on their classification as follows:
the rights to receive cash flows from the asset have expired; or
the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to
pay the received cash flows in full without material delay to a third party under a pass-through
arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or
(b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but
has transferred control of the asset.
Clear Media Limited Annual Report 2015
The amount of any impairment loss identified is measured as the difference between the assets carrying amount
and the present value of estimated future cash flows (excluding future credit losses that have not yet been
incurred). The present value of the estimated future cash flows is discounted at the financial assets original
effective interest rate (i.e., the effective interest rate computed at initial recognition).
The carrying amount of the asset is reduced through the use of an allowance account and the loss is recognised
in the statement of profit or loss. Interest income continues to be accrued on the reduced carrying amount and
is accrued using the rate of interest used to discount the future cash flows for the purpose of measuring the
impairment loss. Loans and receivables together with any associated allowance are written off when there is no
realistic prospect of future recovery and all collateral has been realised or has been transferred to the Group.
If, in a subsequent period, the amount of the estimated impairment loss increases or decreases because of an
event occurring after the impairment was recognised, the previously recognised impairment loss is increased or
reduced by adjusting the allowance account. If a write-off is later recovered, the recovery is credited to
administrative expenses in the statement of profit or loss.
Clear Media Limited Annual Report 2015
All financial liabilities are recognised initially at fair value plus, in the case of loans and borrowings, directly
attributable transaction costs. The Groups financial liabilities mainly include other payables.
Subsequent Measurement
The subsequent measurement of financial liabilities depends on their classification as follows:
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs
that are an integral part of the effective interest rate. The effective interest rate amortisation is included in
finance costs in the statement of profit or loss.
Financial liabilities are classified as held for trading if there are acquired for the purpose of repurchasing in the
near term. Gains and losses on liabilities held for trading are recognised in the statement of profit or loss.
Financial liabilities designated upon initial recognition as at fair value through profit or loss are designated at
the date of initial recognition and only if the criteria in HKAS 39 are satisfied.
When an existing financial liability is replaced by another from the same lender on substantially different terms,
or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a
derecognition of the original liability and a recognition of a new liability, and the difference between the
respective carrying amounts is recognised in the statement of profit or loss.
For the purpose of the statement of financial position, cash and cash equivalents comprise cash on hand and at
banks, including term deposits, which are not restricted as to use.
Provisions
A provision is recognised when a present obligation (legal or constructive) has arisen as a result of a past event
and it is probable that a future outflow of resources will be required to settle the obligation, provided that a
reliable estimate can be made of the amount of the obligation.
When the effect of discounting is material, the amount recognised for a provision is the present value at the end
of the reporting period of the future expenditures expected to be required to settle the obligation. The increase
in the discounted present value amount arising from the passage of time is included in finance costs in the
statement of profit or loss.
Income Tax
Income tax comprises current and deferred tax. Income tax relating to items recognised outside profit or loss is
recognised outside profit or loss, either in other comprehensive income or directly in equity.
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the
taxation authorities, based on tax rates (and tax laws) that have been enacted or substantively enacted by the
end of the reporting period, taking into consideration interpretations and practices prevailing in the countries in
which the Group operates.
Deferred tax is provided, using the liability method, on all temporary differences at the end of the reporting
period between the tax bases of assets and liabilities and their carrying amounts for financial reporting
purposes.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
when the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss; and
in respect of taxable temporary differences associated with investments in subsidiaries, when the timing of
the reversal of the temporary differences can be controlled and it is probable that the temporary
differences will not reverse in the foreseeable future.
Clear Media Limited Annual Report 2015
when the deferred tax asset relating to the deductible temporary differences arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time of
the transaction, affects neither the accounting profit nor taxable profit or loss; and
in respect of deductible temporary differences associated with investments in subsidiaries, deferred tax
assets are only recognised to the extent that it is probable that the temporary differences will reverse in
the foreseeable future and taxable profit will be available against which the temporary differences can be
utilised.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the
extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the
deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at the end of each reporting
period and are recognised to the extent that it has become probable that sufficient taxable profit will be
available to allow all or part of the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when
the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the end of the reporting period.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax
assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same
taxation authority.
Revenue Recognition
Revenue is recognised when it is probable that the economic benefits will flow to the Group and when the
revenue can be measured reliably, on the following bases:
(a) rental revenue from outdoor advertising spaces, on a time proportion basis over the terms of the
agreements;
(b) interest income, on an accrual basis using the effective interest method by applying the rate that exactly
discounts the estimated future cash receipts over the expected life of the financial instrument or a shorter
period, when appropriate to the net carrying amount of the financial asset; and
(c) dividend income, when the shareholders right to receive payment has been established.
Clear Media Limited Annual Report 2015
Share-based Payments
The Company operates a share option scheme for the purpose of providing incentives and rewards to eligible
participants who contribute to the success of the Groups operations. Employees (including directors) of the
Group receive remuneration in the form of share-based payments, whereby employees render services as
consideration for equity instruments (equity-settled transactions).
The cost of equity-settled transactions with employees is measured by reference to the fair value at the date at
which they are granted. The fair value is determined by using the Black-Scholes model, further details of which
are given in note 23 to the financial statements.
The cost of equity-settled transactions is recognised in employee benefit expense, together with a
corresponding increase in equity, over the period in which the performance and/or service conditions are
fulfilled. The cumulative expense recognised for equity-settled transactions at the end of each reporting period
until the vesting date reflects the extent to which the vesting period has expired and the Groups best estimate
of the number of equity instruments that will ultimately vest. The charge or credit to the statement of profit or
loss for a period represents the movement in the cumulative expense recognised as at the beginning and end of
that period.
Service and non-market performance conditions are not taken into account when determining the grant date
fair value of awards, but the likelihood of the conditions being met is assessed as part of the Groups best
estimate of the number of equity instruments that will ultimately vest. Market performance conditions are
reflected within the grant date fair value. Any other conditions attached to an award, but without an associated
service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the
fair value of an award and lead to an immediate expensing of an award unless there are also service and/or
performance conditions.
For awards that do not ultimately vest because non-market performance and/or service condition have not been
met, no expense is recognised. Where awards include a market or non-vesting condition, the transaction are
treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that
all other performance and/or service conditions are satisfied.
Where the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms
had not been modified, if the original terms of the award are met. In addition, an expense is recognised for any
modification, which increases the total fair value of the share-based payments, or is otherwise beneficial to the
employee as measured at the date of modification.
Clear Media Limited Annual Report 2015
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings
per share.
The cost of cash-settled transactions is measured initially at fair value at the grant date using the Black-Scholes
formula, taking into account the terms and conditions upon which the instruments were granted (note 23). The
fair value is expensed over the period until the vesting date with recognition of a corresponding liability. The
liability is measured at the end of each reporting period up to and including the settlement date, with changes
in fair value recognised in the statement of profit or loss.
The employees of the Groups subsidiary which operates in Mainland China are required to participate in a
central pension scheme operated by the local municipal government. This subsidiary is required to contribute a
certain percentage of its payroll costs to the central pension scheme. The contributions are charged to the
statement of profit or loss as they become payable in accordance with the rules of the central pension scheme.
Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, i.e.,
assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised
as part of the cost of those assets. The capitalisation of such borrowing costs ceases when the assets are
substantially ready for their intended use or sale. Investment income earned on the temporary investment of
specific borrowings spending their expenditure on qualifying assets is deducted from the borrowing costs
capitalised. All other borrowing costs are expensed in the period in which they are incurred.
Clear Media Limited Annual Report 2015
Interim dividends are simultaneously proposed and declared, because the Companys memorandum and articles
of association grant the directors the authority to declare interim dividends. Consequently, interim dividends are
recognised immediately as a liability when they are proposed and declared.
Foreign Currencies
These financial statements are presented in Hong Kong dollars, which is the Companys functional and
presentation currency. Each entity in the Group determines its own functional currency and items included in
the financial statements of each entity are measured using that functional currency. Foreign currency
transactions recorded by entities in the Group are initially recorded using their respective functional currency
rates prevailing at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies
are translated at the functional currency rates of exchange ruling at the end of the reporting period. Differences
arising on settlement or translation of monetary items are recognised in the statement of profit or loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign
currency are translated using the exchange rates at the date when the fair value was measured. The gain or loss
arising on translation of a non-monetary item measured at fair value is treated in line with the recognition of the
gain or loss on change in fair value of the item (i.e., translation differences on the item whose fair value gain or
loss is recognised in other comprehensive income or profit or loss is also recognised in other comprehensive
income or profit or loss, respectively).
The functional currency of the overseas subsidiary of the Company is a currency other than the Hong Kong
dollar. As at the end of the reporting period, the assets and liabilities of the entity are translated into Hong Kong
dollars at the exchange rate prevailing at the end of the reporting period and its statement of profit or loss is
translated into Hong Kong dollars at the weighted average exchange rate for the year. The resulting exchange
differences are recognised in other comprehensive income and accumulated in a separate component of equity.
On disposal of a foreign entity, the component of other comprehensive income relating to that particular foreign
operation is recognised in the statement of profit or loss.
For the purpose of the consolidated statement of cash flows, the cash flows of the overseas subsidiary are
translated into Hong Kong dollars at the exchange rates ruling at the dates of the cash flows. Frequently
recurring cash flows of the overseas subsidiary which arise throughout the year are translated into Hong Kong
dollars at the weighted average exchange rate for the year.
Clear Media Limited Annual Report 2015
In the process of applying the Groups accounting policies, management has made the following judgements
and estimations. The key assumptions concerning the future and other key sources of judgements and
estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below.
5. SEGMENT INFORMATION
The outdoor advertising business is the only major reportable operating segment of the Group which comprises
the display of advertisements on street furniture. Accordingly, no further business segment information is
provided.
In determining the Groups geographical segments, revenues and results are attributed to the segments based
on the locations of the customers, and assets are attributed to the segments based on the locations of the assets.
As the Groups major operations and markets are all located in the PRC, no further geographical segment
information is provided.
2015 2014
HK$000 HK$000
Revenue
Rental from outdoor advertising spaces 1,832,723 1,760,676
Other income
Interest income 9,906 20,319
Clear Media Limited Annual Report 2015
2015 2014
Notes HK$000 HK$000
* The Group operated certain bus shelters jointly with an independent third party under a profit sharing arrangement. The Group has the
primary responsibility for providing services to the customers and acts as a principal in the arrangement. The Group recognised revenue
on a gross basis. The cost of services represented the costs paid by the Group under this arrangement.
** As certain performance target was not met, the cash-settled share-based payment expenses recognised in previous years amounting to
HK$8,960,000 were reversed during the current year.
Clear Media Limited Annual Report 2015
Group
2015 2014
HK$000 HK$000
During the year, certain directors were granted share options, in respect of their services to the Group, under the
share option scheme of the Company, further details of which are set out in note 23 to the financial statements.
The fair value of such options, which has been recognised in the statement of profit or loss over the vesting
period, was determined as at the date of grant and the amount included in the financial statements for the
current year is included in the above directors and chief executives remuneration disclosures.
2015 2014
HK$000 HK$000
Directors fees paid to Mr. Desmond Murray were for his role as an independent non-executive director and
the Chairman of the Audit Committee. There were no other emoluments payable to the independent non-
executive directors during the year (2014: Nil).
Clear Media Limited Annual Report 2015
Salaries, Equity-
allowances Performance- settled Cash-settled Pension
and benefits related share option share-based scheme Total
Fees in kind bonuses expense payments contributions emoluments
HK$000 HK$000 HK$000 HK$000 HK$000 HK$000 HK$000
2015
Executive directors:
Mr. Mark Thewlis
(relinquished his
position with effect
from 1 January 2016) 740 6,218 342 (109) 18 7,209
Mr. Han Zi Jing 714 5,374 487 444 (2,240) 18 4,797
Mr. Zhang Huai Jun 910 3,227 666 222 (2,240) 97 2,882
Mr. Teo Hong Kiong 714 4,148 282 222 (2,240) 18 3,144
3,078 18,967 1,777 888 (6,829) 151 18,032
Non-executive directors:
Mr. William Eccleshare 140 140
Mr. Peter Cosgrove 280 500 780
Mr. Cormac OShea 140 140
Mr. Zhu Jia 140 140
700 500 1,200
Alternate director:
Mr. Zou Nan Feng 2,279 131 133 10 2,553
3,778 21,746 1,908 1,021 (6,829) 161 21,785
Note:
Salaries, allowances and benefits in kind paid to Mr. Mark Thewlis in 2015 included amounts borne by Clear Channel International Limited
of HK$1,854,905 (2014: HK$1,854,905).
Clear Media Limited Annual Report 2015
Salaries, Equity-
allowances Performance- settled Cash-settled Pension
and benefits related share option share-based scheme Total
Fees in kind bonuses expense payments contributions emoluments
HK$000 HK$000 HK$000 HK$000 HK$000 HK$000 HK$000
2014
Executive directors:
Mr. Mark Thewlis 740 6,513 342 4,190 13 11,798
Mr. Han Zi Jing 714 5,940 493 97 1,300 17 8,561
Mr. Zhang Huai Jun 910 3,546 670 60 1,300 87 6,573
Mr. Teo Hong Kiong 714 4,161 284 56 1,300 17 6,532
3,078 20,160 1,789 213 8,090 134 33,464
Non-executive directors:
Mr. William Eccleshare 140 140
Mr. Peter Cosgrove 280 500 780
Mr. Cormac OShea
(appointed as an
alternate director for
Mr. Jonathan Bevan
with effect from
3 June 2014 and
re-designated as a
non-executive director
with effect from
15 July 2014) 65 65
Mr. Zhu Jia 140 140
Mr. Jonathan Bevan
(resigned with effect
from 15 July 2014) 76 76
701 500 1,201
Alternate director:
Mr. Zou Nan Feng 2,319 45 10 2,374
3,779 22,979 1,789 258 8,090 144 37,039
There was no arrangement under which a director waived or agreed to waive any remuneration during the
year.
During the year, performance-related bonuses of HK$1,908,000 were paid to directors (2014:
HK$1,789,000). There was no arrangement under which a director or the chief executive waived or agreed
to waive any remuneration during the year (2014: Nil). In addition, no emoluments were paid by the Group
to the directors as an inducement to join, or upon joining the Group, or as a compensation for loss of office
(2014: Nil).
Clear Media Limited Annual Report 2015
2015 2014
HK$000 HK$000
The number of non-director, highest paid employee whose remuneration fell within the following band is as
follows:
Number of employees
2015 2014
Nil to HK$1,000,000
HK$1,000,001 to HK$1,500,000
HK$1,500,001 to HK$2,000,000
HK$2,000,001 to HK$2,500,000
HK$2,500,001 to HK$3,000,000 1 1
1 1
2015 2014
HK$000 HK$000
2015 2014
HK$000 HK$000
A reconciliation of the tax expense applicable to profit before tax using the statutory rates for the jurisdictions in
which the Company and its subsidiaries are domiciled to the tax expense at the effective tax rate is as follows:
2015 2014
HK$000 HK$000
According to the Enterprise Income Tax Law of the PRC effective on 1 January 2008, WHA Joint Venture, a
subsidiary of the Company established in the Hainan Special Economic Zone of the PRC, was subject to a
corporate income tax rate of 25% (2014: 25%) for the head office and its branches on its assessable profits arising
in the PRC for the year 2015.
In accordance with the Enterprise Income Tax Law of the PRC effective on 1 January 2008, a 10% (or a lower rate
if there is a tax treaty between Mainland China and the jurisdiction of the foreign investors) withholding tax is
levied on dividends declared to foreign investors from the foreign investment enterprises established in
Mainland China. The requirement is effective from 1 January 2008 and applies to earnings after 31 December
2007. The Group is therefore liable for withholding taxes on dividends distributed by WHA Joint Venture, a
subsidiary of the Company established in the Hainan Special Economic Zone of the PRC, in respect of earnings
generated from 1 January 2008. As at 31 December 2015, the Group recognised a deferred tax liability of
HK$20,703,000 (31 December 2014: HK$23,128,000) in respect of the withholding taxes on future dividend
distribution by WHA Joint Venture.
Clear Media Limited Annual Report 2015
12. DIVIDEND
2015 2014
HK$000 HK$000
Special dividend Nil (2014: HK56 cents) per ordinary share 300,943
Proposed final HK16 cents (2014: HK15 cents) per ordinary share 86,672 80,610
86,672 381,553
At the Board meeting held on 3 February 2016, the directors proposed a final dividend of HK16 cents per share
(2014: HK15 cents per share) for the year ended 31 December 2015. This final dividend is equivalent to
HK$86,672,080 (2014: HK$81,255,075) based on the 541,700,500 (2014: 541,700,500) outstanding shares. Subject
to the approval by the shareholders at the forthcoming annual general meeting, the proposed dividend will be
payable on Wednesday, 13 July 2016 to the shareholders registered on the Register of Members on Wednesday,
8 June 2016.
13. EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT
The calculation of the basic earnings per share amount is based on the profit for the year attributable to ordinary
equity holders of the parent, and the weighted average number of ordinary shares in issue during the year.
The calculation of the diluted earnings per share amount is based on the profit for the year attributable to
ordinary equity holders of the parent. The weighted average number of ordinary shares used in the calculation is
the number of ordinary shares in issue during the year, as used in the basic earnings per share calculation, and
the weighted average number of ordinary shares assumed to have been issued at no consideration on the
deemed exercise or conversion of all the dilutive potential ordinary shares into ordinary shares.
The calculations of basic and diluted earnings per share are based on:
2015 2014
HK$000 HK$000
Earnings
Profit attributable to ordinary equity holders of the parent,
used in the basic earnings per share calculation 280,522 240,214
Clear Media Limited Annual Report 2015
13. EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT (continued)
Number of shares
2015 2014
Shares
Weighted average number of ordinary shares in issue during the year,
used in the basic earnings per share calculation 540,326,000 536,795,000
31 December 2015
31 December 2014
At 1 January 2014:
Cost 27,318 22,327 41,259 856 91,760
Accumulated depreciation (22,784) (13,642) (27,695) (64,121)
Net carrying amount 4,534 8,685 13,564 856 27,639
At 1 January 2014, net of accumulated
depreciation 4,534 8,685 13,564 856 27,639
Additions 1,304 3,577 5,934 42,263 53,078
Disposals (187) (42) (229)
Depreciation provided during the year (1,637) (3,035) (5,579) (10,251)
Transfers (note 15) (42,758) (42,758)
Exchange realignment (98) (191) (341) (361) (991)
At 31 December 2014, net of accumulated
depreciation 4,103 8,849 13,536 26,488
At 31 December 2014:
Cost 27,281 19,447 43,850 90,578
Accumulated depreciation (23,178) (10,598) (30,314) (64,090)
Net carrying amount 4,103 8,849 13,536 26,488
Clear Media Limited Annual Report 2015
HK$000
31 December 2015
31 December 2014
At 1 January 2014:
Cost 4,276,125
Accumulated amortisation (2,480,924)
Net carrying amount 1,795,201
Cost at 1 January 2014, net of accumulated amortisation 1,795,201
Additions 412,411
Transfer from construction in progress (note 14) 42,758
Disposals, impairment, write-off and write-down (12,847)
Amortisation during the year (327,716)
Exchange realignment (42,081)
At 31 December 2014 1,867,726
At 31 December 2014:
Cost 4,553,751
Accumulated amortisation (2,686,025)
Net carrying amount 1,867,726
Note:
All of the Groups bus shelter concession rights are granted by entities authorised by local governmental
agencies in the PRC which have control over the construction and management of bus shelters. Under these
concessions, the Group assumes responsibility for the construction and on-going maintenance of the bus
shelters and pays annual fixed fees to the entities authorised by local governmental agencies. In exchange, the
Group has the exclusive rights to sell advertising spaces on these bus shelters during the term of the
concessions.
Clear Media Limited Annual Report 2015
Long-term prepayment as at 31 December 2015 also included a deposit amounting to RMB3,150,000 (equivalent
to HK$3,760,000) (31 December 2014: RMB Nil) made to an independent third party for the purchase of bus
shelters.
The balance as at 31 December 2015 also included a non-current portion of a prepaid bus shelter lease payment
amounting to HK$7,824,000 (31 December 2014: HK$10,712,000) and a long-term rental deposit of
HK$22,498,000 (31 December 2014: HK$23,555,000).
An ageing analysis of the trade receivables as at the end of the reporting period, based on the revenue
recognition date, is as follows:
2015 2014
HK$000 HK$000
2015 2014
HK$000 HK$000
The above provision for impairment of trade receivables is a provision to cover balances for which the Group
may not be able to recover full amounts from the customers. The Group does not hold any collateral or other
credit enhancements over these balances.
The ageing analysis of the trade receivables that are not considered to be impaired is as follows:
2015 2014
HK$000 HK$000
Receivables that were neither past due nor impaired relate to a diverse number of customers for whom there
was no recent history of default.
Receivables that were past due but not impaired relate to a number of independent customers that have a good
track record with the Group. Based on past experience, the directors of the Company are of the opinion that no
provision for impairment is necessary in respect of these balances as there has not been a significant change in
credit quality and the balances are still considered fully recoverable.
2015 2014
HK$000 HK$000
The balances with the related parties are unsecured, interest-free and repayable on demand.
An ageing analysis of the amounts due from GWH and WHM as at the end of the reporting period, based on the
revenue recognition date, is as follows:
2015 2014
HK$000 HK$000
20. CASH AND CASH EQUIVALENTS, PLEDGED DEPOSITS AND RESTRICTED CASH
At the end of the reporting period, the Groups cash and bank balances, pledged deposits and restricted cash
denominated in Renminbi (RMB) and in Hong Kong dollars (HK$) amounted to HK$484,163,000 (2014:
HK$796,233,000) and HK$206,689,000 (2014: HK$254,968,000), respectively. The RMB is not freely convertible
into other currencies, however, under Mainland Chinas Foreign Exchange Control Regulations and
Administration of Settlement, Sale and Payment of Foreign Exchange Regulations, the Group is permitted to
exchange RMB for other currencies through banks authorised to conduct foreign exchange business.
All of the Groups bank balances and pledged deposits are placed with registered banking institutions in the PRC
and Hong Kong. The Groups policy is to spread bank balances (including pledged deposits) among various
creditworthy banks with no recent history of default. As at 31 December 2015, the Group maintained less than
20% of the Groups total bank balances in any one bank.
Cash at banks earns interest at floating rates based on daily bank deposit rates. Short-term time deposits are
placed for varying periods depending on the immediate cash requirements of the Group, and earn interest at
the respective short-term time deposit rates. The bank balances and pledged deposits are deposited with
creditworthy banks with no recent history of default. The carrying amounts of the cash and cash equivalents and
the pledged deposits approximate to their fair values.
2015
Depreciation
and amortisation
allowance in
excess of related
depreciation and
amortisation and
other temporary
differences Withholding tax Total
HK$000 HK$000 HK$000
2014
Depreciation
and amortisation
allowance in
excess of related
depreciation and
amortisation and
other temporary
differences Withholding tax Total
HK$000 HK$000 HK$000
Deductible Deductible
temporary temporary
differences differences
2015 2014
HK$000 HK$000
At 1 January 82
Deferred tax (charged)/credited to the statement of profit and loss
during the year (note 11) (82)
At 31 December
The Group has tax losses arising in Hong Kong. Deferred tax assets have not been recognised in respect of the
tax losses since the possibility of utilising such amount is considered remote.
2015 2014
HK$000 HK$000
Shares
During the year, the increase in share capital represented the subscription rights attaching to 4,302,000 share
options exercised at the subscription price of HK$2.73 per share, resulting in the issue of 4,302,000 shares of
HK$0.1 each for a total cash consideration, before expenses, of HK$11,744,000. An amount of HK$6,375,000 was
transferred from the share option reserve to the share premium account upon the exercise of the share options.
The total number of shares which may be issued upon exercise of all options to be granted under the New
Scheme shall be subject to a maximum limit of 10% of the shares in issue as at 13 May 2009 (excluding shares
which may be issued upon exercise of options granted under the Old Scheme, whether such options are
exercised, outstanding, cancelled or lapsed), unless the Company obtains an approval from shareholders in a
general meeting to refresh this 10% limit in accordance with the Listing Rules. Options lapsed in accordance
with the terms of the New Scheme will not be counted for the purpose of calculating such 10% limit. The limit
on the number of shares which may be issued upon exercise of all outstanding options granted and yet to be
exercised under the New Scheme and any other share option schemes of the Company and/or any of its
subsidiaries must not exceed 30% of the shares of the Company in issue from time to time, and no options may
be granted under the New Scheme or any other share option schemes of the Company and/or any of its
subsidiaries if that will result in such 30% limit being exceeded.
No option may be granted to any person such that the total number of shares issued and to be issued upon the
exercise of options granted and to be granted to such person in any 12-month period up to the date of the latest
grant exceeds 1% of the issued share capital of the Company from time to time.
An option may be exercised in accordance with the respective terms of the New Scheme or Old Scheme at any
time during the option period. The option period was determined by the board of directors and communicated
to each grantee. The board of directors may provide restrictions on the period during which the options may be
exercised. There are no performance targets which must be achieved before any of the options can be exercised
except for the share options granted on 29 June 2007. Share options granted on 29 June 2007 (the 2007
Options) would not become vested unless the Company has achieved an average annual earnings per share
growth of 5% each year in the first three full financial years after the grant date. The vesting condition was not
met and the share option expenses of the 2007 Options were reversed in 2010.
The subscription price for the Companys shares under the New Scheme and the Old Scheme would be a price
determined by the board of directors and notified to each grantee. The subscription price would be the highest
of: (i) the nominal value of a share; (ii) the closing price of the shares as stated in the Hong Kong Stock
Exchanges daily quotation sheet on the date of grant, which must be a business day; and (iii) the average
closing price of the shares as stated in the Hong Kong Stock Exchanges daily quotation sheets for the five
business days immediately preceding the date of grant. An option shall be deemed to have been granted and
accepted by an eligible participant (as defined in the respective schemes) and to have taken effect when the
acceptance form as described in the respective schemes is completed, signed and returned by the grantee with
a remittance in favour of the Company of HK$1.00 by way of consideration for the grant.
Clear Media Limited Annual Report 2015
The maximum number of shares issuable under share options which may be granted to each eligible participant
under the New Scheme within any 12-month period up to the date of the latest grant is limited to 1% of the
shares of the Company in issue at any time. Any further grant of share options in excess of this limit is subject to
shareholders approval in a general meeting.
The following share options were outstanding under the Old Scheme and the New Scheme during the year:
Director
Han Zi Jing The New Scheme 332 (332) 20/05/2009 21/05/2013 to 2.73 2.73 9.77 9.84
20/05/2016
The New Scheme 866,668 (866,668) 20/05/2009 21/05/2014 to 2.73 2.73 9.77 9.84
20/05/2016
Teo Hong Kiong The New Scheme 250,000 (250,000) 20/05/2009 21/05/2013 to 2.73 2.73 8.25 8.24
20/05/2016
The New Scheme 500,000 (500,000) 20/05/2009 21/05/2014 to 2.73 2.73 8.25 8.24
20/05/2016
Zhang Huai Jun The New Scheme 666 (666) 20/05/2009 21/05/2013 to 2.73 2.73 9.77 9.84
20/05/2016
The New Scheme 533,334 (533,334) 20/05/2009 21/05/2014 to 2.73 2.73 9.77 9.84
20/05/2016
Zou Nan Feng The New Scheme 400,000 (400,000) 20/05/2009 21/05/2013 to 2.73 2.73 9.77 9.84
20/05/2016
Members of senior The New Scheme 1,000 (1,000) 20/05/2009 21/05/2013 to 2.73 2.73 9.19 9.21
management and 20/05/2016
other employees
of the Group The New Scheme 1,750,000 (1,750,000) 20/05/2009 21/05/2014 to 2.73 2.73 9.19 9.21
20/05/2016
In aggregate The New Scheme 251,998 (251,998) 20/05/2009 21/05/2013 to 2.73 2.73 9.27 9.30
20/05/2016
The New Scheme 4,050,002 (4,050,002) 20/05/2009 21/05/2014 to 2.73 2.73 9.27 9.30
20/05/2016
** The exercise price of the share options is subject to adjustment in the case of rights or bonus issues, or other similar changes in the
Companys share capital.
*** The price of the Companys shares disclosed as at the date of the grant of the share options is the Hong Kong Stock Exchange closing
price on the trading day immediately prior to the date of the grant of the options. The price of the Companys shares disclosed as at the
date of the exercise of the share options is the weighted average of the Hong Kong Stock Exchange closing prices over all of the exercises
of options within the disclosure line.
On 10 June 2015, the Company granted an aggregate of 5,000,000 share options to certain eligible participants
under the New Scheme. Among these 5,000,000 share options, 2,300,000 options were granted to three
Executive Directors and an Alternate Director. The details of such grant are set out on pages 104 to 108.
The fair value of the share options granted on 10 June 2015 year was HK$15,320,459 (HK$3.06 each), of which
the Group recognised a share option expense of HK$2,219,000 during the year ended 31 December 2015.
The fair value of equity-settled share options granted during the year, was estimated as at the date of grant
using the Black-Scholes Model, taking into account the terms and conditions upon which the options were
granted. The following table lists the inputs to the models used:
The expected volatility reflect the assumption that the historic volatility over a period similar to the life of the
equity-settled share-based payments is indicative of future trends, which may not necessarily be the actual
outcome.
Apart from the foregoing, at no time during the year ended 31 December 2015 was the Company, or any of its
subsidiaries, a party to any arrangement to enable the directors or any of their respective spouses or minor
children to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other
body corporate.
Clear Media Limited Annual Report 2015
Some of the cash-settled share-based payments have a performance target which must be met before the cash-
settled share-based payments can be vested. Fair value of the cash-settled share-based payments is measured at
each reporting date using the Black-Scholes Model taking into account the terms and conditions upon which the
instruments were granted and the current likelihood of achieving the specified target.
As certain performance target was not met, the cash-settled share-based payment expenses recognized in
previous years amounting to HK$8,960,000 were reversed during the current year.
24. RESERVES
The amounts of the Groups reserves and the movements therein for the current and prior years are presented in
the consolidated statement of changes in equity on page 68 of the financial statements.
The contributed surplus of the Group represents the difference between the nominal value of share capital of
the subsidiaries acquired pursuant to the Group reorganisation on 28 November 2001 and the nominal value of
the shares in the Company issued in exchange therefor.
25. COMMITMENTS
(a) Capital Commitments
2015 2014
HK$000 HK$000
At 31 December 2015, the Group had total future minimum lease payments under non-cancellable
operating leases falling due as follows:
2015 2014
HK$000 HK$000
On 8 January 2016, the Group received a notice from a District Court in the PRC (the Court) stating that a
plaintiff has initiated legal action against the Supplier and that the Court has ruled in such plaintiffs favour and
has frozen the Suppliers right to receive payment from the Group for the settlement of any outstanding liability
between the Supplier and the Group. The Court has issued a compulsory order requiring the Group to remit an
outstanding sum of about RMB17.6 million owing by the Group to the Supplier into the bank account of the
Court. The directors, taking into consideration the advice of the Groups legal counsel, believe that this
development will not result in the Group being liable for additional liability exceeding the outstanding liability
already taken up in the account under other payables and accruals, between the Supplier and the Group.
Clear Media Limited Annual Report 2015
2015 2014
Notes HK$000 HK$000
Notes:
(i) The agency commission paid to GWH and WHM was based on the standard percentage of gross sales rental revenue for outdoor
advertising spaces payable to other major third party agencies used by the Group. On 11 March 2013, WHA Joint Venture entered
into a three-year framework agreement with GWH for the years 2013, 2014 and 2015 on substantially the same terms as the
framework agreements previously entered into between WHA Joint Venture and GWH, pursuant to which GWH may, with the
consent of the WHA Joint Venture, assign part or all of the said agreement to an affiliated company or to such other company over
which Mr. Han Zi Dian may exercise influence over the management and day-to-day operations. On 30 May 2014, WHA Joint
Venture entered into a Supplemental Framework Agreement with GWH pursuant to which (i) the maximum amounts of gross
advertising sales from GWH under the Framework Agreement for the two years ending 31 December 2014 and 31 December 2015
will be increased from HK$285,000,000 and HK$315,000,000 to HK$374,000,000 and HK$404,000,000, respectively; and (ii) the
maximum amounts of the advertising commission payable to GWH under the Framework Agreement for the two years ending 31
December 2014 and 31 December 2015 will be increased from HK$23,000,000 and HK$25,000,000, to HK$30,000,000 and
HK$32,500,000, respectively.
GWH is a related party of the Company because Mr. Han Zi Dian is the brother of Mr. Han Zi Jing, an executive director of the
Company, and Mr. Han Zi Dian is able to exercise influence over the management and day-to-day operations as director and
general manager of GWH and controls the composition of a majority of the board of directors of GWH with his indirect interest of
14.2% in GWH.
WHM is an affiliated company of GWH and also a related party of the Company because Mr. Han Zi Dian is the brother of Mr. Han
Zi Jing, an executive director of the Company, and Mr. Han Zi Dian is able to exercise influence over the management and day-to-
day operations.
(ii) The sales to GWH and WHM were made according to published prices and conditions similar to those offered to other major
customers and advertising agencies of the Group.
Clear Media Limited Annual Report 2015
(iii) On 28 January 2014, WHA Joint Venture entered into a Framework Maintenance Services Agreement with Hainan White Horse
Holding Company Limited (White Horse Holding) in place of the maintenance services arrangements between WHA Joint
Venture and White Horse Holding. The Framework Maintenance Services Agreement was entered into for a fixed term and will
expire on 31 December 2016.
White Horse Holding is a related party of the Company because Mr. Han Zi Dian became interested in more than 50% of the voting
power of White Horse Holding following a capital injection into White Horse Holding in November 2009. Mr. Han Zi Dian was a
non-executive director of the Company from April 2001 to November 2012 and is the brother of Mr. Han Zi Jing, an executive
director of the Company.
Under the Framework Maintenance Services Agreement, WHA Joint Venture would pay a maintenance fee consisting of a
predetermined cost element and an incentive payment to White Horse Holding for the services provided by its branches. The
same basis for calculating payment of the maintenance fee is applicable to all service providers of the Group including third party
service providers.
Under the Framework Maintenance Services Agreement, the maintenance fees payable by WHA Joint Venture to White Horse
Holding for the financial years ending 31 December 2014, 2015 and 2016 shall not exceed HK$55,000,000, HK$60,000,000 and
HK$65,000,000, respectively. Maintenance fees shall be settled by WHA Joint Venture on a monthly basis before the tenth day of
every month.
(iv) On 28 January 2014 WHA Joint Venture entered into a creative services agreement with GWH effective from 1 January 2014 to 31
December 2016, whereby GWH agreed to provide creative design services for poster, sales and marketing materials and company
profiles to the Group. In the opinion of the directors, these transactions were entered into on terms similar to those available from
independent third parties.
(v) During the year, WHA Joint Venture entered into certain arrangements with Beijing YiHong Media Company Limited (BYH) and a
third party company whereby BYH agreed to act as agent and represent WHA Joint Venture to rent certain shelters from the third
party company for the display of WHA Joint Venture advertising campaign and provide advertising display and other services to
WHA Joint Venture. BYH is a subsidiary of WHM and also a related party of the Company because Mr. Han Zi Dian is the brother of
MR. Han Zi Jing, an executive director of the Company, and Mr. Han Zi Dian is able to influence over the management and day-to-
day operations of WHM. In the opinion of the directors, these transaction were entered into on terms similar to those available
from independent third parties.
2015 2014
HK$000 HK$000
Financial Assets
Financial Liabilities
Financial liabilities
Cash-settled share-based payments 6,451 13,202 6,451 13,202
6,451 13,202 6,451 13,202
Management has assessed that the fair values of cash and cash equivalents, pledged deposits and restricted
cash, trade receivables, amounts due from related parties, financial assets included in prepayments, deposits
and other receivables, and financial liabilities included in other payables approximate to their carrying amounts
largely due to the short-term maturities of these instruments.
The Groups corporate finance team is responsible for determining the policies and procedures for the fair value
measurement of financial instruments. The corporate finance team reports directly to the chief financial officer.
At each reporting date, the corporate finance team analyses the movements in the values of financial
instruments and determines the major inputs applied in the valuation. The valuation is reviewed and approved
by the chief financial officer.
The fair value of cash-settled share-based payments is measured using valuation techniques which incorporate
various market observable inputs including the spot share prices. The carrying amount of cash-settled share-
based payments is the same as their fair value.
As at 31 December 2015, cash-settled share-based payments were measured at fair value using significant
observable inputs (Level 2) 2. There were no transfers of fair value measurements between Level 1 1 and Level 2
and no transfers into or out of Level 33 for both financial assets and financial liabilities (2014: Nil).
1.
Level 1: fair values measured based on quoted prices (unadjusted) in active markets for identical assets or liabilities
2.
Level 2: fair values measured based on valuation techniques for which all inputs which have a significant effect on the recorded fair value
are observable, either directly or indirectly
3.
Level 3: fair values measured based on valuation techniques for which any inputs which have a significant effect on the recorded fair value
are not based on observable market data (unobservable inputs)
Clear Media Limited Annual Report 2015
The main risks arising from the Groups financial instruments are foreign currency risk, credit risk and liquidity
risk. The board of directors reviews and agrees policies for managing each of these risks and they are
summarised below.
The following table demonstrates the sensitivity at the end of the reporting period to a reasonably possible
change in the RMB exchange rate, with all other variables held constant, of the Groups net profit (due to
changes in the fair value of monetary assets and liabilities).
Increase/ Increase/
(decrease) (decrease)
in RMB rate in net profit
% HK$000
2015
2014
Credit Risk
The Group trades only with recognised and creditworthy third parties. The Groups trading terms with its
customers are mainly on credit, except for new customers, where payment in advance is normally required. The
credit period is generally for a period of 90 days extending up to 180 days for major customers. Overdue
balances are reviewed regularly by senior management. The Groups trade receivables relate to a diversity of
numerous customers and are non- interest-bearing.
Further quantitative data in respect of the Groups exposure to credit risk arising from trade receivables are
disclosed in note 17 to the financial statements.
Clear Media Limited Annual Report 2015
The Group financed its operations and investment activities with internally generated cash flows.
The maturity profile of the Groups financial liabilities as at the end of the reporting period, based on the
contractual undiscounted payments, is as follows:
2015
3 to
Less than less than
On demand 3 months 12 months 1 to 2 years Total
HK$000 HK$000 HK$000 HK$000 HK$000
2014
3 to
Less than less than
On demand 3 months 12 months 1 to 2 years Total
HK$000 HK$000 HK$000 HK$000 HK$000
The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions.
To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return
capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes for
managing capital during the years ended 31 December 2015 and 31 December 2014.
The Groups policy currently is to maintain a low gearing ratio. This policy will be reviewed on an annual basis.
Net debt includes other payables and accruals, less pledged deposits and cash and cash equivalents. Capital
includes equity attributable to owners of the parent. The gearing ratio as at the end of the reporting period is as
follows:
2015 2014
HK$000 HK$000
2015 2014
HK$000 HK$000
NON-CURRENT ASSETS
Property, plant and equipment 374 503
Investments in subsidiaries 836,242 1,081,536
Total non-current assets 836,616 1,082,039
CURRENT ASSETS
Other receivables 1,616 1,539
Cash and cash equivalents 206,563 254,839
Total current assets 208,179 256,378
CURRENT LIABILITIES
Other payables 12,553 18,892
Total current liabilities 12,553 18,892
NET CURRENT ASSETS 195,626 237,486
TOTAL ASSETS LESS CURRENT LIABILITIES 1,032,242 1,319,525
Net assets 1,032,242 1,319,525
EQUITY
Share capital 54,170 53,740
Other reserves 978,072 1,265,785
Total equity 1,032,242 1,319,525
The contributed surplus of the Company represents the difference between the then combined net asset value
of the subsidiaries acquired pursuant to the reorganisation and the nominal value of the Companys shares
issued in exchange therefor.
Under the Bermuda Companies Act 1981, the Company may make distributions to its shareholders out of the
contributed surplus under certain circumstances.
The share option reserve comprises the fair value of share options granted which are yet to be exercised, as
further explained in the accounting policy for share-based payments in note 3 to the financial statements.
Glossary 121
accounts receivable turnover The ratio of net credit sales to average accounts receivable, a measure of
how quickly customers pay their bills.
average accounts receivable The weighted average number of days for which the balance owing by
outstanding days customer is outstanding.
bus shelter Refers to a bus shelter, taxi stand or road sign. These three are grouped
together because their operational requirements, and the marketing and
sales efforts for them, are essentially the same.
concession rights Bus shelter concessions are granted by entities authorised by local
governmental agencies in China which have control over the construction
and management of bus shelters. Companies granted concession rights
pay an annual fixed rental fee to these entities.
debt to equity ratio The ratio of a companys net debts to its equity attributable to equity
holders of the parent. (net debts/equity attributable to equity holders of
the parent) x 100%.
display panel An advertising display unit within a bus shelter upon which the same
advertisement is posted on both sides.
EBITDA margin Equal to EBITDA divided by turnover. EBITDA margin measures the extent
to which cash operating expenses use up revenue.
free cash flow EBITDA (before gain and losses on disposal, impairment and write-down of
concession rights and other assets and equity-settled share option
expenses) less cash outflow on capital expenditure, less income tax and net
interest expense.
IRR Internal Rate of Return (also called dollar-weighted rate of return). The
present value of future cash flows plus the final market value of an
investment or business opportunity equal the current market price of the
investment or opportunity.
122 Glossary
Listing Rules Rules Governing the Listing of Securities on The Stock Exchange of Hong
Kong Limited.
medium The industry term used to describe one of the media advertising outlets,
e.g. television is usually the most expensive advertising medium or,
where the context requires, an individual product offered in respect of
such media.
outdoor advertising One of the advertising media that communicates to people when they are
outside their homes, and includes advertising on billboards, advertising on
and in public transportation vehicles and terminals, advertising panels in
airports and malls, and advertising on street furniture.
return on asset (profits attributable to owners of the parent/average total assets) x 100%.
street furniture/street furniture Includes such forms of outdoor advertising as bus shelters, taxi stands,
displays road signs, phone kiosks, information and newspaper stands, public toilets,
freestanding information panels, benches and street lights.
12-sheet equivalent One actual 12-sheet panel, or two 6-sheet panels, or three 4-sheet panels.
Clear Media Limited Annual Report 2015
RESULTS (HK$000)
Revenue 1,832,723 1,760,676 1,647,455 1,522,036 1,485,898
EBITDA 792,909 708,857 662,317 619,245 547,456
EBIT 435,969 370,891 347,542 312,284 275,129
Profit attributable to owners of the parent 280,522 240,214 201,008 219,236 187,542
CONSOLIDATED STATEMENT OF
FINANCIAL POSITION DATA (HK$000)
Current assets 1,627,792 1,887,121 1,710,537 2,148,673 1,853,036
Current liabilities 727,430 772,642 652,015 591,993 532,233
Equity attributable to owners of the parent 2,687,663 2,916,237 2,826,882 3,274,602 3,078,602
FINANCIAL RATIOS
Current ratio (times) 2.24 2.44 2.62 3.63 3.48
EBITDA margin (%) 43.3 40.3 40.2 40.7 36.8
Net profit margin (%) 15.3 13.6 12.2 14.4 12.6
Clear Media Limited Annual Report 2015
AUDITORS
Independent Non-Executive
Directors: Ernst & Young
Desmond Murray
PRINCIPAL BANKERS
Leonie Ki Man Fung
Wang Shou Zhi HSBC
Thomas Manning Shanghai Pudong Development Bank
HEAD OFFICE
HONG KONG SHARE REGISTRAR
Room 1202
Tricor Tengis Limited
12th Floor
Level 22, Hopewell Centre
The Lee Gardens
183 Queens Road East
33 Hysan Avenue
Hong Kong
Causeway Bay
Hong Kong
Design, Production and Printing: REF Financial Press Limited www.ref.com.hk